/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210201.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 1, 2021, Vol. 25, No. 31 Headlines 3443 ZEN GARDEN: Wins Confirmation of Liquidating Plan 753 NINTH AVE: $4.9M Sale of New York Property to Lender Approved AAC HOLDING: Petitioning Creditors Disclose Holdings ACADIA HEALTHCARE: S&P Hikes ICR to 'B+' on Sale of UK Operations ACASTI PHARMA: Provides Update on Recent Financing Activities ADAMIS PHARMACEUTICALS: Prices $45M Public Offering of Common Stock AEMETIS INC: Signs $84 Million Sales Agreement with H.C. Wainwright AGF MACHINERY: Seeks to Extend Plan Exclusivity Until March 10 ALPHA MEDIA: Gets OK to Tap Stretto as Claims Agent ALTIUM PACKAGING: Moody's Rates New $1.05MM First Lien Loan 'B2' AMC ENTERTAINMENT: Plans to Sell More Stock Amid Reddit Rally AMERICAN ACHIEVEMENT: Petitioning Creditors Disclose Holdings AMERICAN LIMOUSINE: Granted Interim Access to Cash Collateral ANNAGEN LLC: Trustee Seeks Approval to Hire Special Counsel ASAIG LLC: Auction of Substantially All Assets Set for March 30 ASAIG LLC: Files Revised Proposed Bid Procedures Order for Assets ATLANTIC STREET: Creditors to be Paid in Full from Rental Payments BARRE N9NE: Second Amended Plan Confirmed by Judge BLANKENSHIP FARMS: Asset Sale to Fund Payments in Trustee's Plan BURTONSVILLE CROSSING: Seeks Approval to Tap Bankruptcy Counsel CANCER GENETICS: SteominX Signs Deal to Issue Preferred Shares CARDTRONICS INC: Moody's Puts Ba3 CFR on Review for Downgrade CARVANA CO: Ernest Garcia Holds 53% of Class A Shares CARVER BANCORP: Quinn Opportunity Entities Lower Stake to 3.9% CENTURY ALUMINUM: Cynthia Carroll Quits as Director CHIP'S SOUTHINGTON: Seeks to Hire Green & Sklarz as Counsel CHS/COMMUNITY HEALTH: Moody's Rates New First Lien Notes 'Caa1' CICI'S HOLDINGS: Gets Approval to Tap Stretto as Claims Agent CICI'S HOLDINGS: Unsecured Creditors Deemed to Reject Plan CITIUS PHARMACEUTICALS: Closes $20M Offering Priced At-the-Market CLEAR INVESTIGATIVE: Case Summary & 6 Unsecured Creditors CNT HOLDINGS: S&P Reinstates 'B' Rating on First-Lien Facilities COMMUNITY INTERVENTION: Wins Cash Collateral Access Thru Feb. 4 COMMUNITY PROVIDER: Solicitation Exclusivity Extended Thru April 15 CORUS ENTERTAINMENT: S&P Alters Outlook to Stable, Affirms BB ICR COVINGTON LODGING: Court Finds Western World Not in Bad Faith CRACKED EGG: Diner Tries to Cast Doubt on Mask Mandates CRED INC: March 9 Plan Confirmation Hearing Set CRED INC: Recovery for Small Unsecureds Cut to 20% in Plan CYRIL FULTON: Feb. 24 Hearing on Trustee's Naples Condo Unit Sale CYTODYN INC: Signs Warrant Exercise Inducement Agreements DESERT OASIS: Trustee to Seek Plan Approval on March 11 DGWB VENTURES: Seeks Court Approval to Tap Bankruptcy Counsel DIAMOND SPORTS: May Need Help of Parent to Address $8-Bil. Debt EADS LLC: Seeks to Hire Stewart Law Firm as Bankruptcy Counsel EAGLE PCO: Seeks Approval to Hire Special Litigation Counsel EBONY MEDIA: Automatic Stay Inapplicable to CVG, Gibson and Burnett ELDERHOME LAND: Seeks Court Approval to Tap Bankruptcy Counsel ENERGY SAVING: US Trustee Still Objects to Amended Disclosures EXACTUS INC: Reduces Debt by $1.25 Million & Settles Claims FARADAY FUTURE: Agrees to $3.4-Bil. Merger With Property Solutions FDZ HOMES: Sets Bidding Procedures for Los Angeles Property FF FUND: Berger Singerman Represents Grausman Claimants FLORIDA TILT: Wants Exclusivity Period Extended to April 29 FRED BRESSLER: Nonvotes Do Not Satisfy Section 1126(c) FTE NETWORKS: GS Capital Demands Immediate Payment of $1.98 Million FURLA USA: Court Approves Bankruptcy-Exit Plan GAMESTOP CORP: MUST Asset, 3 Others No Longer Own Class A Shares GENCANNA GLOBAL: Trustee Seeks to Recover $1.2M Paid to Pillsbury GEORGE BAVELIS: District Court Awards $1M in Punitive Damages GLOBAL EAGLE: Court Approves Post-Sale Ch. 11 Liquidation GREGORY GILBERT: $1.01M Cash Sale of Reno Home to Averys Approved GREGORY NATHAN: Taps Allen Stovall as Counsel GRUPO AEROMEXICO: Pilots Union Agrees to $350M Salary Cuts GRUPO AEROMEXICO: Reaches Agreement With Attendant & Pilot Unions GUARDION HEALTH: May Offer $25M Worth of Additional Common Shares GUILCO FAMILY: Seeks Court Approval to Tap Bankruptcy Counsel HALS REALTY: Court Approves $21M Sale of 3 Properties HANKS TOWING: Seeks Court Approval to Hire Bankruptcy Counsel HAWAIIAN HOLDINGS: Units to Offer $1.2 Billion Senior Secured Notes HERITAGE HOTEL: Court Dismisses CCP SP Hotel's Appeal HOBERT K. SANDERSON: Brother Buying 2007 GMC Sierra for $3.5K HOBERT K. SANDERSON: Feb. 3 Hearing on Sale of 2007 GMC Sierra HOUSTON AMERICAN: Signs $4.8 Million Sales Agreement with Univest HUDSON RIVER: S&P Affirms 'BB-' ICR on Strong Earnings ICONIX BRAND: Regains Compliance with Nasdaq Listing Requirements IMERYS TALC: Slated to Seek Plan Confirmation in June IMPERIAL ROI: $250K Sale of Four Gatesville Properties Approved INNOVATIVE SOFTWARE: Seeks to Hire Van Horn Law Group as Counsel INTELLIGENT PACKAGING: Leaktite Deal No Impact on Moody's B3 CFR ITHRIVE HEALTH: Gets Court Approval to Hire Accountant J.B. WHALEN: Hires Stanley A. Zlotoff as Counsel JACOBSON HOTELS: Trustee Selling Shenandoah Property for $3.45M JIM'S DISPOSAL: Asks Court to Extend Plan Exclusivity Thru April 9 JODY RANDOLPH: Rugeley Represents FirstCapital and TCCU JSAA REALTY: Lee Trust Objects to Disclosure Statement JUAN L. LARINO: Owens and MCPI Buying Newark Property for $400K KAISER AND ASSOCIATES: Seeks Approval to Tap Bankruptcy Counsel KIDS FIRST: Wins Cash Collateral Access Thru April 3 KIMBLE DEVELOPMENT: Plan Exclusivity Extended Until April 6 KRISJENN RANCH: Seeks April 12 Plan Exclusivity Extension L'OCCITANE INC: Gets Court Permission to Reject 28 U.S. Leases LAKEWAY PUBLISHERS: Proposes Individual Sales, Seeks to Modify Plan LAPEER INDUSTRIES: Sets Bidding Procedures for Sale of All Assets LATAM AIRLINES: Has Until June 30 to File Chapter 11 Plan LIFE TIME: S&P Assigns 'CCC-' Rating on New Senior Unsecured Notes LIGHTHOUSE RESOURCES: UMWA Slams Labor Pact Rejection LIGHTHOUSE RESOURCES: Unsecured Creditors to Recover 2% in Plan LIGHTHOUSE RESOURCES: Wins Nod to Solicit Ch. 11 Plan Votes LIGHTSTONE HOLDCO: S&P Affirms Senior Secured Debt Rating to 'B+' LIVING EPISTLES: Estate Mismanaged, Court Says LONESTAR II: S&P Cuts Rating on Senior Secured Term Loan B to 'B' LOVES FURNITURE: Seeks Approval to Hire Butzel Long as Counsel LOVES FURNITURE: Seeks Court Approval to Hire Financial Advisor LOVES FURNITURE: Seeks to Tap Stretto as Claims Agent LTS MANAGEMENT: Owner Pleads Guilty to Bankruptcy Fraud MALLINCKRODT PLC: Urges Court to Transfer Acthar Cases to Delaware MARZILLI MACHINE: Wins Cash Collateral Access Thru Mar. 26 MEDICAL SIMULATION: Committee Seeks to Tap Litigation Counsel MELBOURNE BEACH: Trustee's $14M Sale of Shopping Center Approved MIAMI METALS I: Summary Judgment Motion vs. Premier Gold Denied MOHEGAN TRIBAL: Closes Refinancing Transactions MOTELS OF SUGAR: Case Summary & 12 Unsecured Creditors MOXIE'S CAFE: Seeks to Use AWA of Tampa's Cash Collateral NATIONAL RIFLE ASSOCIATION: Says Lawsuits Should Be Consolidated NEWSCO INT'L: Bankruptcy Court Confirms Sawafi Plan NEWSCO INT'L: Sawafi Pays $2.1-Mil. to Take 100% of Shares NEXUS BUYER: $140MM Add-on Loan No Impact on Moody's B2 CFR NOAH OPERATIONS: Bowser Appeal Dismissed for Lack of Jurisdiction NORTHWEST CAPITAL: Sets Bidding Procedures for Westbrook Apartments NORTHWEST HARDWOODS: Completes Financial Restructuring Process NORTHWEST TERRITORIAL: Ch. 11 Trustee's Appeal Denied NOSCE TE IPSUM: Seeks Use of Cash Collateral Thru March 31 NPC INT'L: Wins Plan Confirmation After Sale to Flynn, Wendy's NUVERRA ENVIRONMENTAL: Increases Credit Facility by $510K O & B HACKING: Further Fine-Tunes Small Business Plan OCCIDENTAL PETROLEUM: S&P Affirms 'BB-' ICR, Outlook Negative OLMA-XXI INC: Unsecureds Will Get 15% Dividend Over 5 Years ORGANIC POWER: Former COO Says Plan Disclosures Inadequate ORGANIC POWER: Oriental Bank Says Plan Patently Unconfirmable PARAGON FABRICATORS: Corval Holds $1.6M Unsecured Claim, Court Says PBS BRAND: Seeks to Hire SSG Advisors as Investment Banker PDC WELLNESS: Moody's Affirms B3 CFR & Cuts First Lien Loans to B3 PETSMART INC: S&P Assigns 'BB-' Rating on New Sr. Secured Notes PETSMART INC: S&P Hikes ICR to 'B' on New Refinancing Transaction PIXELLE SPECIALTY: S&P Ups 1st-Lien Credit Facility Ratings to B+ POP GOURMET: Unsecured Creditors Projected to Get 58% in Plan PROJECT RUBY: S&P Affirms 'B-' ICR on Completed Acquisition PUNCH BOWL: Debtor and Prepetition Lender Spar Over Control QUANTUM CORP: Incurs $2.67 Million Net Loss in Third Quarter QUARTER HOMES: Selling House in Show Low to Horvaths for $245K QUARTER HOMES: Selling Three Houses in Arizona for $823K RACKSPACE TECHNOLOGY: Moody's Rates New $2.2BB Term Loan B 'B1' RCX SOLUTIONS: Files for Chapter 7 After Nuclear Verdict REMINGTON OUTDOOR: Assets Sold; Junior Creditors Get 'Gift' in Plan RENTPATH HOLDINGS: Fights With CoStar on $58-Mil. Breakup Fee RESIDEO TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms BB ICR ROBBIN'S NEST: Court Extends Plan Exclusivity Until March 29 ROCK CREEK: Vogel Claim Cut to $210K; Unsecureds to Recover 100% ROCKET SOFTWARE: Moody's Affirms B3 CFR & Rates Unsec. Notes Caa2 ROLTA INTERNATIONAL: Court Tosses Chapter 11 Bid ROYAL ALICE: Court OKs Hoffman's Bid to Intervene SABLE PERMIAN: Court Approves Chapter 11 Sale Plan SANCHEZ TRUCKING: Seeks Approval to Hire Tarbox Law as Counsel SEADRILL PARTNERS: Seeks to Tap KPMG to Provide Tax Services SILICONSAGE BUILDERS: Owner Sanjeev Acharya Files for Bankruptcy SINCLAIR BROADCAST: S&P Lowers ICR to 'B+'; Outlook Negative SORROEIX INC: Asher, LLC Buying Memphis Property for $3 Million SPI ENERGY: Board Approves Phoenix Motorcars Spin-Off Through IPO SPI ENERGY: Empery Asset, 2 Others Own 4.9% of Ordinary Shares STERLING INTERMEDIATE: S&P Alters Outlook to Stable, Affirms B- ICR STEVEN FELLER: Hires Derrevere Stevens as Special Counsel SUNERGY CALIFORNIA: Seeks to Hire Gonzalez & Gonzalez as Counsel SUNOCO LP: S&P Alters Outlook to Positive, Affirms 'BB-' ICR TBAG HOLDINGS: Case Summary & 13 Unsecured Creditors TIMBER PHARMACEUTICALS: Empery Asset, 2 Others Report 9.9% Stake TIMOTHY PLACE: Unsecured Creditors to Recover 3% in Plan TPS OLDCO: Jan. 28 Evidentiary Hearing on Cure Amt. Disputes Nixed TRANS-LUX CORP: Gabelli Equity Has 12% Stake as of Dec. 31 TRAXIUM LLC: Asks Court to Extend Plan Exclusivity Until April 14 TRC FARMS: Private Sale of 44-Acre Dover Property for $105K Okayed TRC FARMS: Private Sale of Dover Property to Arrances for 180K OK'd TUPPERWARE BRANDS: BlackRock Has 15.3% Stake as of Dec. 31 UPLIFT RX: Inclusion of PetersonRX, Jones in Amended Complaint OK VANGUARD NATURAL: Summary Judgment vs. Counties Denied VIKING CRUISES: Moody's Rates $350MM Senior Unsecured Notes 'Caa2' VIKING CRUISES: S&P Downgrades ICR to 'CCC+'; Outlook Negative VIRGIN ISLANDS WATER: Moody's Completes Review, Retains Caa2 Rating VVC HOLDING: Moody's Raises CFR to B2, Outlook Stable WALKER RADIO: Gets Approval to Tap Richard Newman as Accountant WEISS BUSH: M. Oltman and N. Shea Buying Business Assets for $412K WHITE CAP: S&P Alters Outlook to Negative, Affirms 'B' ICR WHITE STALLION: Former CEO Fails to Block Cash Use WHITE STONE FOODS: Seeks Plan Exclusivity Extension Thru March 1 Z & J LLC: $5M Private Sale of All Assets to Counsel Press Approved ZOTEC PARTNERS: S&P Affirms B- Issuer Credit Rating, Outlook Pos. [*] Few Airlines Remain Investment-Grade After COVID Downgrades [^] BOND PRICING: For the Week from January 25 to 29, 2021 ********* 3443 ZEN GARDEN: Wins Confirmation of Liquidating Plan ------------------------------------------------------ Gregory S. Milligan, the Chapter 11 Trustee for debtor 3443 Zen Garden, L.P., has won approval of his Liquidating Plan. The Court on Jan. 27, 2021, confirmed the Trustee's Amended Liquidating Plan as Modified filed Jan. 25, 2021. The Chapter 11 Trustee's Plan provides for the settlement of all the Debtor's, the Reorganized Debtor's, the Chapter 11 Trustee's, the bankruptcy estate's and any of their respective successors' and assigns' potential claims and causes of action against the Debtor's largest creditor, Romspen Mortgage Limited Partnership, in exchange for: 1. $600,000 to provide at least a 40 percent recovery to non-priority general unsecured creditors with allowed claims (the "Settlement Carve-Out") through a creditor trust, with the possibility that additional asset recoveries and adjudication of claims objections may increase this distribution; 2. Romspen's subordination of its $56 million unsecured deficiency claim to prevent dilution of and to maximize the recovery to general unsecured creditors; 3. Romspen successfully obtaining the subordination of the Panache deficiency and other General Unsecured Claims to prevent dilution of and to maximize the recovery to Non-Insider general unsecured creditors; and 4. Romspen's agreement to the Chapter 11 Trustee's continued use of cash collateral on hand to fund the Estate's, the Plan's, and the creditor trust's administrative expenses, provided that any excess funds that remain on hand for unused surplus will be returned to Romspen upon the termination of the creditor trust. The Plan places the Settlement Carve-Out, Romspen's remaining cash collateral, and all the Debtor's remaining assets into a creditor trust which will liquidate the assets and distribute the proceeds to holders of allowed claims in the priority governed by the Bankruptcy Code, subject to the voluntary subordinations set forth in the Plan. The creditor trust will distribute the Settlement Carve-Out to holders of allowed non-priority unsecured claims. For the settlement consideration, the Plan provides Romspen and its affiliates a full release of liability, including a release on behalf of the Debtor's creditors, parties in interest, and all third parties that do not opt out and also provides for the return of Romspen's $7 million deposit, net of the Settlement Carveout, that Romspen placed in the registry of the Court pursuant to a stipulation with the Trustee. A full-text copy of the Amended Liquidating Plan as Modified dated Jan. 25, 2021, is available at https://bit.ly/3ptUhD7 from PacerMonitor.com at no charge. A copy of the Plan Confirmation Order dated Jan. 27, 2021, available at https://bit.ly/2MjaHQu Counsel for the Chapter 11 Trustee: Jason M. Rudd Scott D. Lawrence Lauren K. Drawhorn Daniella G. Heringer WICK PHILLIPS GOULD & MARTIN, LLP E-mail: jason.rudd@wickphillips.com scott.lawrence@wickphillips.com lauren.drawhorn@wickphillips.com daniella.heringer@wickphillips.com About 3443 Zen Garden 3443 Zen Garden, LP is a "single asset real estate" debtor. 3443 Zen Garden was formed to purchase and develop a property in Austin, Texas, as a 109-acre mixed-use campus with offices, hotels, and retail spaces and utilize state of the art "green" technology, renewable energy resources, and sustainable design. The property purchased by 3443 Zen was the site of a semiconductor plant used in the 1970s by Motorola. In early 2018, Romspen provided a $125 million construction loan to the Debtor to fund the Project. On March 22, 2020, creditors Lyle America, Austin Glass & Mirror, Inc., and ACM Services, LLC, filed an involuntary Chapter 11 petition against 3443 Zen Garden (Bankr. W.D. Texas Case No. 20-10410). The petitioning creditors are represented by Kell C. Mercer, Esq., at Kell C. Mercer, PC. Judge H. Christopher Mott oversees the case. Gregory S. Milligan was appointed as Chapter 11 trustee for 3443 Zen Garden. The Trustee has tapped Wick Phillips Gould & Martin, LLP as his bankruptcy counsel; HMP Advisory Holdings, LLC as financial advisor; and Gindler, Chappell, Morrison & Co. PC (GCMC) as tax accountant. 753 NINTH AVE: $4.9M Sale of New York Property to Lender Approved ----------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York confirmed and approved 753 Ninth Ave Realty, LLC's sale of the real property located at 753 Ninth Avenue, in New York City, New York (Block 1060, Lot 35), to 72nd Ninth, LLC for $4.9 million. The auction Sale of the Property was conducted on Dec. 10, 2020, and Dec. 15, 2020, pursuant to the Amended Chapter 11 Plan. The credit bid from Lender 72nd Ninth is the highest and best bid received for the Property and the bid from Buckingham Trading Partners ("BTP") for the sum of $4.85 million is the second highest and best bid for the Property. The Sale Hearing was held on Jan. 14, 2021. The sale is free and clear of all claims, liens, and encumbrances against the Property of any nature whatsoever. The Lender (or to BTP if the Lender defaults) is not assuming any contracts or leases and for the avoidance of doubt will not be responsible for any obligations thereunder. Notwithstanding anything to the contrary, for avoidance of doubt, nothing contained in the Order will constitute any: (i) waiver of the Lender's rights and remedies relating to a deficiency claim against Debtor and/or (ii) extinguishment of any claims, liens, and encumbrances and/or rights of the Lender relating to the real property located at 212 East 72nd Street, New York, New York (Block 1426, Lot 42). Any protections and rights afforded to the Lender (or to BTP if Lender defaults) will include any designee of the Lender or BTP. In the event that the Lender fails to close on the sale of the Property in accordance with the Order, then the sale of the Property to BTP will close, without further order of the Court. At the closing of the Auction Sale, the Debtor (or its Managing Agent) will deliver all documents and items necessary to convey title to the Lender (or BTP if the Lender defaults). Bonnie Pollack of Cullen and Dykman LLP is appointed as attorney-in-fact of the Debtor and is authorized to execute any documents, including without limitation a deed and any transfer documents necessary to close the sale of the Property, in the event that the Debtor fails to do so. The 14-day stay provided for in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived and will not be in effect and, pursuant to Rule 6004, 7062, and 9014 of the Federal Rules of Bankruptcy Procedure, the Order will be effective and enforceable immediately upon entry. Pursuant to Section 1146(a) of the Bankruptcy Code, the Auction Sale as contemplated by the Further Bidding Procedures Order, the Plan, and the Order will be exempt from the payment of transfer, stamp, deed, mortgage recording, or similar taxes. At the closing, the following payments will be made first from the $44,000 Debtor Contribution held in escrow by the Debtor's counsel, and any remaining sums, will be paid by the Lender, only if the Lender closes on the Property as follows: (a) $4,875 to the Office of the United States Trustee; (b) $165,000 to the Debtor's counsel to be held in escrow pending approval of its fee application; (c) $60,000 to B6 Real Estate Advisors, LLC; and (d) $24,500 to Rosewood Realty Group, all of which will be in full and final satisfaction of such entities' claims in the Debtor’s case, except that the Debtor's counsel will also be entitled to apply its prepetition retainer to any fees awarded in the case, and to the extent that there are any additional U.S. Trustee Fees due and owing, those amounts will be paid by the Debtor. In the event that that the Debtor's counsel's fees awarded by the Court are less than the $165,000 held in escrow by the Debtor's counsel, any remaining funds will be returned to the Lender. In the event the Lender defaults and the Property is sold to BTP, payments of administrative expenses and priority claims will be made from the proceeds of sale with the agreement of the Lender as represented at the Hearing. The Order constitutes a final and appealable order within the meaning of 28 U.S.C. Section 158(a). To any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of the Order, and expressly directs entry of judgment as set forth therein. About 753 Ninth Ave Based in New York, New York, 753 Ninth Ave Realty, LLC, is a Single Asset Real Estate Debtor. Its principal assets are located at 753 Ninth Avenue New York, NY 10019 having an appraised value of $13.5 million. 753 Ninth Ave Realty filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-11201) on April 18, 2019. In the petition was signed by Marina Koustis, manager of sole member, the Debtor listed total assets $13,500,499 and total liabilities at $16,367,400. The case is assigned to Judge Mary Kay Vyskocil. The Debtor is represented by Cullen & Dykman LLP. AAC HOLDING: Petitioning Creditors Disclose Holdings ---------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Gray Reed & McGraw LLP submitted a verified statement that Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P., Prudential Capital Partners (Parallel Fund) IV, L.P., and Falcon Strategic Partners IV, LP in the Chapter 11 cases of AAC Holding Corp. In December 2020, the Petitioning Creditors, as a group of holders of OpCo Subordinated Notes, HoldCo Subordinated Notes, and equity in the Company, engaged Paul, Weiss to represent the Group as counsel in connection with the Company. In January 2021, the Group similarly retained Gray Reed to serve as Texas counsel. As of Jan. 27, 2021, the Petitioning Creditors and their disclosable economic interests are: Prudential Capital Partners IV, L.P. 180 N. Stetson Ave. Suite 5200 Chicago, IL 60601 Attn: Stephen F. Szejner * OpCo Subordinated Notes: $72,404,848.97 * HoldCo Subordinated Notes: $18,748,930.06 * Class A-1: 20,520.811 * Class A-2: 94,002.352 * Class D: 545,851.934 Prudential Capital Partners Management Fund IV, L.P. 180 N. Stetson Ave. Suite 5200 Chicago, IL 60601 Attn: Stephen F. Szejner * OpCo Subordinated Notes: $3,668,346.98 * HoldCo Subordinated Notes: $949,902.97 * Class A-1: 1,039.674 * Class A-2: 4,762.571 * Class D: 27,655.233 Prudential Capital Partners (Parallel Fund) IV, L.P. 180 N. Stetson Ave. Suite 5200 Chicago, IL 60601 Attn: Stephen F. Szejner * OpCo Subordinated Notes: $3,818,821.15 * HoldCo Subordinated Notes: $988,867.62 * Class A-1: 1,082.321 * Class A-2: 4,957.930 * Class D: 28,789.671 Falcon Strategic Partners IV, LP 21 Custom House Street, 10th Floor Boston, MA 02110 Attn: Matthew L. White * OpCo Subordinated Notes: $44,659,165.50 * HoldCo Subordinated Notes: $640,735.59 * HoldCo Subordinated Term Loan: $10,923,566.83 * Class A-1: 12,657.194 * Class A-2: 57,980.462 * Class D: 336,680.452 Co-counsel to Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P., Prudential Capital Partners IV, L.P., and Falcon Strategic Partners IV, LP can be reached at: Jason S. Brookner, Esq. Lydia R. Webb, Esq. GRAY REED & McGRAW LLP 1601 Elm Street, Suite 4600 Dallas, TX 75201 Telephone: (214) 954-4135 Facsimile: (214) 953-1332 Email: jbrookner@grayreed.com lwebb@grayreed.com - and - Paul M. Basta, Esq. Lewis R. Clayton, Esq. Robert A. Britton, Esq. William A. Clareman, Esq. Sean A. Mitchell, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Email: pbasta@paulweiss.com lclayton@paulweiss.com rbritton@paulweiss.com wclareman@paulweiss.com smitchell@paulweiss.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2YpaGNg About AAC Holding American Achievement Corporation is a provider of education and special moment affinity products and services. It sells yearbooks, class rings, and graduation products. AAC Holding Corp., parent of American Achievement Corporation, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30057) on Jan. 14, 2021. The Debtor estimated assets and debt of $100 million to $500 million. The Hon. Harlin Dewayne Hale is the case judge. The Debtor tapped Susan B. Hersh, in Dallas, as counsel. ACADIA HEALTHCARE: S&P Hikes ICR to 'B+' on Sale of UK Operations ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Acadia Healthcare Co. Inc. to 'B+' from 'B'. At the same time, S&P raised its rating on the company's secured to 'BB' from 'BB-'and on the unsecured debt to 'B' from 'B-', maintaining all recovery ratings. Additionally, S&P placed the rating on the company's secured debt on CreditWatch with negative implications and the rating on the unsecured debt on CreditWatch Developing, pending the details of expected debt repayment. The stable outlook reflects its expectation that the company's operation will improve and then stabilize in 2021, maintaining below 5x leverage and significant positive free cash flow. The upgrade reflects the completion of the sale of its U.K. business, subsequent debt repayment, and the company's public commitment to lower leverage. The repayment of debt will reduce leverage to about 4.5x in 2021. Acadia has explicitly stated its desire to commit to that new established leverage. Furthermore, S&P does not expect the company to pursue mergers and acquisitions that would raise leverage back above 5x. While the sale of its U.K. operations will significantly lower Acadia's scale and concentrate its operations in the U.S., S&P expects margin increases and debt reduction to offset this. Disrupted demand for Acadia's services has been limited during the pandemic, and S&P expects organic growth to continue in the low-single-digit percentage area. The company's volume disruptions were modest (in comparison to many acute-care providers) due to some decline in traditional referral sources, such as emergency rooms and medical professionals. S&P expects organic revenue growth of about 3.5% in 2020, mostly from bed additions, de novo facilities, and maturing of previously added beds, offset by COVID-19 pandemic impact. S&P said, "We expect the pace of growth, notwithstanding near-term disruption, to exceed our expectation of low-single-digit percentage organic growth for health care providers. We expect discretionary cash flow to exceed $100 million, primarily used to fund bed expansion at new and existing facilities. We expect adjusted leverage of about 4.5x in 2021, remaining in the 4x-4.5x range in 2022." Demand for behavioral health services will remain strong. S&P said, "We believe many people's social and economic difficulties during the pandemic only enhanced the demand for behavioral services. We expect demand will remain strong as the pandemic eases, leading to growth above that of the broader health services industry, however, limited by reimbursement constraints and behavioral health professional shortages. We expect same-facility adjusted admissions will continue to increase at a mid-single-digit percentage pace, aided by strong demand for both traditional mental health and specialty services (including substance abuse and eating disorder treatment services). We view reimbursement risk as an ongoing risk given government payers reimburse more than 70% of its business." However, the company's good geographic diversity within the U.S. mitigates the risk from Medicaid somewhat since it is determined on a state-by-state basis. S&P said, "The stable outlook on Acadia reflects our expectation that the company's operation will improve in 2021, maintaining below 5x leverage and significant positive free cash flow. "We could lower the rating if operations are hurt by significant reimbursement cuts or the company does not remain committed to leverage below 5x. "While unlikely at this time, we could raise the rating if we believe Acadia will maintain leverage below 4x. In our view, this would require significant debt repayment and confidence it will maintain such a financial policy. The company's expanding scale could lead to improved business risk, though we view this as unlikely in the next several years." ACASTI PHARMA: Provides Update on Recent Financing Activities ------------------------------------------------------------- As required pursuant to the policies of the TSX Venture Exchange, Acasti Pharma Inc. provided an update on the use of its "at-the market" equity offering program. As previously disclosed, Acasti entered into an amended and restated ATM sales agreement on June 29, 2020 with B. Riley FBR Inc., Oppenheimer & Co. Inc. and H.C. Wainwright & Co., LLC, to implement an "at-the market" equity offering program under which Acasti may issue and sell from time to time its common shares having an aggregate offering price of up to US$75 million through the Agents. Pursuant to the ATM Program, as required pursuant to the policies of the TSX Venture Exchange, since the last distributions reported on Aug. 13, 2020, Acasti issued an aggregate of 82,626,562 common shares over the NASDAQ Stock Market for aggregate gross proceeds to the Company of US$28.5 million. The ATM Shares were sold at prevailing market prices averaging US$0.3445 per share. No securities were sold through the facilities of the TSXV or, to the knowledge of the Company, in Canada. The ATM Shares were sold pursuant to a U.S. registration statement on Form S-3 (No. 333-239538) as made effective on July 7, 2020, as well as the Sales Agreement. Pursuant to the Sales Agreement, a cash commission of 3.0% on the aggregate gross proceeds raised was paid to the Agents in connection with their services. As a result of the recent ATM sales, Acasti has a total of 179,495,705 common shares issued and outstanding as of Jan. 26, 2021. The additional capital raised has strengthened Acasti's balance sheet and will provide the Company with additional flexibility in its ongoing review process to explore and evaluate strategic alternatives. About Acasti Pharma Acasti -- http://www.acastipharma.com-- is a biopharmaceutical innovator that has historically focused on the research, development and commercialization of prescription drugs using OM3 fatty acids delivered both as free fatty acids and bound-to-phospholipid esters, derived from krill oil. OM3 fatty acids have extensive clinical evidence of safety and efficacy in lowering triglycerides in patients with hypertriglyceridemia, or HTG. CaPre, an OM3 phospholipid therapeutic, was being developed for patients with severe HTG. Acasti reported a net loss and total comprehensive loss of $25.51 million for the year ended March 31, 2020, compared to a net loss and total comprehensive loss of $39.37 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $13.83 million in total assets, $4.96 million in total liabilities, and $8.87 million in total shareholders' equity. KPMG LLP, in Montreal, Canada, the Company's auditor since 2009, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Corporation has incurred operating losses and negative cash flows from operations since its inception, and additional funds will be needed in the future that raise substantial doubt about its ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Prices $45M Public Offering of Common Stock ------------------------------------------------------------------- Adamis Pharmaceuticals Corporation reported the pricing of its previously announced underwritten public offering of 40,540,540 shares of its common stock at a public offering price of $1.11 per share, resulting in gross proceeds of approximately $45,000,000, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the company. All shares of common stock to be sold in the public offering are being sold by Adamis. The offering is expected to close on Feb. 2, 2021, subject to the satisfaction of customary closing conditions. The company has also granted the underwriters a 30-day option to purchase up to 6,081,081 additional shares of its common stock to cover over-allotments, if any. Raymond James & Associates, Inc. is acting as the sole book-running manager for the offering. The company intends to use the net proceeds from this offering for general corporate purposes, which may include, without limitation, expenditures relating to research, development and clinical trials relating to its products and product candidates, capital expenditures, manufacturing, hiring additional personnel, acquisitions of new technologies or products, the payment, repayment, refinancing, redemption or repurchase of existing or future indebtedness, obligations or capital stock, and working capital. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease, allergy and opioid overdose. The company's SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine) Injection 0.15mg products were approved by the FDA for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis reported a net loss of $29.31 million for the year ended Dec. 31, 2019, compared to a net loss of $39 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $43.91 million in total assets, $16.52 million in total liabilities, and $27.39 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2007, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has incurred recurring losses from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AEMETIS INC: Signs $84 Million Sales Agreement with H.C. Wainwright ------------------------------------------------------------------- Aemetis, Inc. entered into an At the Market Issuance Sales Agreement with H.C. Wainwright & Co., LLC on Jan. 26, 2021. In accordance with the terms of the Agreement, the Company may offer and sell from time to time through the Distribution Agent the Company's common stock having an aggregate offering price of up to $84,000,000. The Placement Shares will be issued pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-248492). The Company filed a prospectus supplement dated Jan. 26, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Placement Shares. Sales of the Placement Shares, if any, will be made by means of ordinary brokers' transactions on the NASDAQ Stock Market at market prices, in block transactions or as otherwise agreed by the Company and the Distribution Agent. The Company will pay to the Distribution Agent in cash, upon each sale of Placement Shares pursuant to the Agreement, an amount equal to 3.0% of the gross proceeds from each sale of Placement Shares. Under the terms of the Agreement, the Company may also sell Placement Shares from time to time to the Distribution Agent as principal for its own account at a price negotiated at the time of sale. Any sale of Placement Shares to the Distribution Agent as principal would be pursuant to the terms of a separate agreement between the Company and the Distribution Agent. About Aemetis Headquartered in Cupertino, California, Aemetis -- http://www.aemetis.com-- is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of ethanol and biodiesel plants into advanced biorefineries. Founded in 2006, Aemetis owns and operates a 60 million gallon-per-year ethanol production facility in the California Central Valley near Modesto. Aemetis also owns and operates a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis is building a biogas digester, pipeline and gas cleanup project to convert dairy waste gas into renewable natural gas, and is developing a plant to convert waste orchard wood into cellulosic ethanol. Aemetis holds a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals. Aemetis recorded a net loss of $39.48 million for the year ended Dec. 31, 2019, compared to a net loss of $36.29 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $122.17 million in total assets, $95.82 million in total current liabilities, $201.91 million in total long-term liabilities, and a total stockholders' deficit of $175.56 million. AGF MACHINERY: Seeks to Extend Plan Exclusivity Until March 10 -------------------------------------------------------------- Debtor AGF Machinery, LLC requests the U.S. Bankruptcy Court for the Middle District of Alabama to extend the exclusive periods during which the Debtor may file a plan and disclosure statement from February 8 to March 10, 2021, and to confirm a plan from April 9 to May 10, 2021. The Debtor continues to operate its business and manage its property as debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. Cause exists to extend the plan and disclosure statement filing deadline as well as the exclusive periods within which only the Debtor may file and solicit acceptances of a plan. The Debtor is continuing to negotiate plan treatment with creditors holding significant claims. Allowing the Debtor to finalize those negotiations will result in fewer plan objections, and therefore, streamline the confirmation process. The request of exclusivity extension is not submitted for purposes of delay and the Debtor submits that the relief requested will not prejudice any party. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3iVecIO at no extra charge. About AGF Machinery AGF Machinery, LLC -- https://agfmachinery.com/ -- is engaged in selling and renting construction equipment, aerial work platforms & heavy-duty equipment. The company offers a full line of construction equipment in its sales and rental inventories from Wacker Neuson, ASV, Skyjack, Toro, and Husqvarna. AGF Machinery filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 20-11029) on August 12, 2020. The petition was signed by Jeffrey Lee Washington, a member. At the time of the filing, Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge William R. Sawyer oversees the case. The Debtor has tapped Stichter, Riedel, Blain & Postler, P.A. as its bankruptcy counsel, and Saltmarsh, Cleaveland & Gund as its financial advisor. ALPHA MEDIA: Gets OK to Tap Stretto as Claims Agent --------------------------------------------------- Alpha Media Holdings LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Stretto as their claims and noticing agent. Stretto will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of Alpha Media Holdings and its affiliates. Prior to the petition date, the Debtors provided Stretto an advance in the amount of $50,000. Stretto will bill the Debtors no less frequently than monthly. The Debtors agreed to pay out-of-pocket expenses incurred by the firm. Sheryl Betance, a managing director at Stretto, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Alpha Media Holdings Alpha Media is a privately-held radio broadcast and multimedia company. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 websites and countless mobile applications and digital streaming services. Alpha Media and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 21-30209) on Jan. 25, 2021. John Grossi, chief financial officer, signed the petitions. At the time of the filing, Alpha Media disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $100 million. Judge Kevin R. Huennekens oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton LLP as legal counsel; Kutak Rock LLP as local counsel; Moelis & Company as financial advisor; and Ernst & Young LLP as restructuring advisor. Stretto is the claims and noticing agent. ALTIUM PACKAGING: Moody's Rates New $1.05MM First Lien Loan 'B2' ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Altium Packaging LLC's proposed first lien term loan. The company's existing ratings, including the B2 Corporate Family Rating and B2-PD Probability of Default Rating, remain unchanged. The outlook is stable. The proposed $1,050 million first lien term loan will be used to fund a dividend to shareholders, repay the existing first lien term loans maturing in 2024 and 2026, and fund transaction related fees and expenses. Pro forma the transaction, debt to LTM EBITDA at September 30, 2020 would increase to 6.3x from 5.3x. However, Moody's expects the company to allocate free cash flow to debt reduction in 2021 and 2022. The B2 rating assigned to the proposed first lien term loan is the same as the CFR given the term loan represents the preponderance of debt in the company's capital structure. The ratings on the existing term loans will be withdrawn upon repayment. Assignments: Issuer: Altium Packaging LLC Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4) RATINGS RATIONALE Altium's B2 CFR reflects high leverage, modest scale, and a large portion of the company's product mix consisting of commodity-like products. However, the company remains focused on building scale and its presence in the high margin and specialized health and wellness markets. The company benefits from long standing customer relationships and presents high customer switching costs for those customers benefitting from Altium's co-location facilities. Altium also uses its proprietary technology to supply customers with post-consumer recycled resin and manufacture patented environmentally sustainable products. In addition, the majority of Altium's rigid packaging business is under contract incorporating resin pass-through ability, which limits margin volatility. While Altium is expected to continue to grow through acquisitions and enhance the specialization of its product mix, the company's free cash generation can be applied to debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if debt to EBITDA is expected to be sustained above 6.0x and there is a deterioration in liquidity. The ratings could be upgraded if debt to EBITDA is expected to be sustained below 5.0x and good liquidity is maintained. Based in Atlanta, Georgia, Altium Packaging LLC is one of the leading domestic manufacturers of rigid plastic containers for mostly branded consumer product and beverage companies. The company is also a supplier of recycled resin. Revenue for the twelve months ended September 30, 2020 was $996 million. The company is a wholly owned subsidiary of Loews Corporation. Altium does not publicly disclose financial information The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in September 2020. AMC ENTERTAINMENT: Plans to Sell More Stock Amid Reddit Rally ------------------------------------------------------------- Bloomberg News and Reuters report that AMC Entertainment Holdings Inc. is considering raising money by selling more stock, capitalizing on the unprecedented rally in its shares. AMC said Monday, Jan. 25, 2021, it had raised $917 million since mid-December through equity and debt issues. "This means that any talk of an imminent bankruptcy for AMC is completely off the table," Chief Executive Adam Aron said in a statement accompanying disclosure of the additional funds. On Wednesday, Jan. 27, it said it completed a previously announced at-the-market equity program, raising $305 million. The following day, the Company said Silver Lake and other creditors decided to convert debt holdings to equity in a transaction expected to reduce AMC's obligations by $600 million. According to Bloomberg, the world's largest cinema chain's shares soared as much as 85% on Friday, January 29, 2021, morning in New York, rising as high as $16. AMC's 12% bonds also led the U.S. high-yield gainers. About AMC Entertainment Holdings AMC Entertainment Holdings, Inc., is the world's largest movie theater chain. AMC operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMC was forced to shutter its theaters when the Covid-19 pandemic struck in March 2020. It has reopened its theaters but admissions have been substantially low. The world's biggest theater chain said in an October 2020 filing that liquidity will be largely depleted by the end of 2020 or early 2021 if attendance doesn't pick up, and it's exploring actions that include asset sales and joint ventures. AMERICAN ACHIEVEMENT: Petitioning Creditors Disclose Holdings ------------------------------------------------------------- In the Chapter 11 cases of American Achievement Corp., et al., the law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Gray Reed & McGraw LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P., Prudential Capital Partners IV, L.P., and Falcon Strategic Partners IV, LP. In December 2020, the Petitioning Creditors, as a group of holders of OpCo Subordinated Notes, HoldCo Subordinated Notes, and equity in the Company, engaged Paul, Weiss to represent the Group as counsel in connection with the Company. In January 2021, the Group similarly retained Gray Reed to serve as Texas counsel. As of Jan. 27, 2021, the Petitioning Creditors and their disclosable economic interests are: Prudential Capital Partners IV, L.P. 180 N. Stetson Ave. Suite 5200 Chicago, IL 60601 Attn: Stephen F. Szejner * OpCo Subordinated Notes: $72,404,848.97 * HoldCo Subordinated Notes: $18,748,930.06 * Class A-1: 20,520.811 * Class A-2: 94,002.352 * Class D: 545,851.934 Prudential Capital Partners Management Fund IV, L.P. 180 N. Stetson Ave. Suite 5200 Chicago, IL 60601 Attn: Stephen F. Szejner * OpCo Subordinated Notes: $3,668,346.98 * HoldCo Subordinated Notes: $949,902.97 * Class A-1: 1,039.674 * Class A-2: 4,762.571 * Class D: 27,655.233 Prudential Capital Partners (Parallel Fund) IV, L.P. 180 N. Stetson Ave. Suite 5200 Chicago, IL 60601 Attn: Stephen F. Szejner * OpCo Subordinated Notes: $3,818,821.15 * HoldCo Subordinated Notes: $988,867.62 * Class A-1: 1,082.321 * Class A-2: 4,957.930 * Class D: 28,789.671 Falcon Strategic Partners IV, LP 21 Custom House Street, 10th Floor Boston, MA 02110 Attn: Matthew L. White * OpCo Subordinated Notes: $44,659,165.50 * HoldCo Subordinated Notes: $640,735.59 * HoldCo Subordinated Term Loan: $10,923,566.83 * Class A-1: 12,657.194 * Class A-2: 57,980.462 * Class D: 336,680.452 Co-counsel to Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P., Prudential Capital Partners IV, L.P., and Falcon Strategic Partners IV, LP can be reached at: Paul M. Basta, Esq. Lewis R. Clayton, Esq. Robert A. Britton, Esq. William A. Clareman, Esq. Sean A. Mitchell, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Email: pbasta@paulweiss.com lclayton@paulweiss.com rbritton@paulweiss.com wclareman@paulweiss.com smitchell@paulweiss.com - and - Jason S. Brookner, Esq. Lydia R. Webb, Esq. GRAY REED & McGRAW LLP 1601 Elm Street, Suite 4600 Dallas, TX 75201 Telephone: (214) 954-4135 Facsimile: (214) 953-1332 Email: jbrookner@grayreed.com lwebb@grayreed.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3t8E4pg About American Achievement American Achievement Corporation is the world's largest Collegiate and High School commencement services company leading the industry in digital product innovation by helping students and their families celebrate life's most important achievements with a suite of digital commencement services & innovations. The School's personalized, customized products and services are available through digital technology, personal in-school deliveries and customized school assortments on Balfour.com, the destination for Graduation products. Junior bondholders filed involuntary Chapter 11 petitions for American Achievement Corporation and 14 affiliates (Bankr. N.D. Tex. Lead Case No. 21-30058) on Jan. 14, 2021. Alleged creditors who signed the involuntary petitions are Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P., Prudential Capital Partners (Parallel Fund) IV, L.P., and Falcon Strategic Partners IV, LP., who assert at least $120 million in claims on account of 8.00% Senior Subordinated Notes issued by the Debtors. GRAY REED & MCGRAW LLP, led by Jason S. Brookner, is representing the Junior Bondholders. AMERICAN LIMOUSINE: Granted Interim Access to Cash Collateral ------------------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey has authorized American Limousine LLC to use cash collateral on an interim basis in accordance with a budget. The Debtor does not have sufficient unencumbered cash or other assets with which to continue to operate its business in Chapter 11. The Debtor acknowledges that M&T Bank has, as of the Petition Date, a valid, binding, perfected, and enforceable first priority lien and security interest in substantially all assets of the Debtor in the principal amount of $2,130,197.05, together with accrued interest, fees and costs. The Debtor is authorized to use Cash Collateral to meet the ordinary cash needs of the Debtor (and for such other purposes as may be approved in writing by M&T Bank) for the payment of actual expenses of the Debtor necessary to (a) maintain and preserve its assets, and (b) continue operation of its business, including payroll and payroll taxes, and insurance expenses as reflected in the Cash Collateral budget. As adequate protection for use of Cash Collateral, M&T Bank is granted additional and replacement valid, binding, enforceable non-avoidable, and automatically perfected post-petition security interests in and liens on all post-petition property of the Debtor. M&T Bank will also have an allowed superpriority administrative expense claim, senior to any and all claims against the Debtor under Section 507(a) of the Bankruptcy Code, whether in this proceeding or in any superseding proceeding. The replacement lien and security interest are automatically deemed perfected upon entry of the Order without the necessity of M&T Bank taking possession, filing financing statements, mortgage or other documents. The Debtor is directed to make adequate protection interest payments to M&T Bank in the monthly amount of $5,000. The Debtor is authorized and directed to pay up to $15,000 per month within seven days of presentment of an invoice to the Debtor describing in customary detail (redacted for privilege and work product) the reasonable and documented fees and expenses of M&T Bank, including, without limitation, attorneys and financial consultants retained by M&T Bank, whether incurred before or after the Petition Date, in each case without further order of, or application to, the Court or notice to any party. A further hearing on the matter is scheduled for February 16, 2021 at 11 a.m. A copy of the Interim Order and the Debtor's budget through the week of April 22 is available for free at https://bit.ly/2Mslese from PacerMonitor.com. About American Limousine American Limousine LLC operates in the taxi & limousine services industry. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N. J. Case No. 21-10121 on January 8, 2021. In the petition signed by Michael Fogarty, president, the Debtor disclosed $540,528 in assets and $14,371,280 in liabilities. Judge Stacey L. Meisel oversees the case. Dean G. Sutton, Esq. represents the Debtor as legal counsel. ANNAGEN LLC: Trustee Seeks Approval to Hire Special Counsel ----------------------------------------------------------- Lawrence Frank, the appointed trustee in the Chapter 11 case of Annagen, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Smigel Anderson & Sacks, LLP as special counsel. Smigel Anderson will represent the bankruptcy trustee and the estate with respect to any and all actions to be taken to preserve the rights of the Debtor in contracts between the Debtor and any customers, and any actions against any parties interfering with the Debtor's contracts with customers, including violations of non-disclosure agreements and breach of non-competition contracts. Smigel Anderson will be paid at these hourly rates: Michael Kelly $350 Stuart Sacks $325 Associates $200 Paralegals $135 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Stuart Sacks, Esq., at Smigel Anderson, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stuart S. Sacks, Esq. Smigel Anderson & Sacks, LLP 4431 North Front Street, 3rd Floor Harrisburg, PA 17110-1778 Telephone: (717) 234-2401 Facsimile: (717) 234-3611 Email: ssacks@sasllp.com About Annagen LLC Annagen, LLC is a privately held corporation that provides colocation, infrastructure and application hosting services that work side by side with a large variety of industries including healthcare, financial, education, transportation and government to accelerate their technology evolution from the ground to the cloud. It operates a data center in Harrisburg, Pa. Visit https://www.netrepid.com for more information. Annagen filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-03631) on Aug. 27, 2019. Annagen president Samuel D. Coyl signed the petition. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Henry W. Van Eck oversees the case. The Debtor tapped Purcell, Krug & Haller and the Law Offices of John M. Hyams as its bankruptcy counsel; Thomas, Thomas & Hafer, LLC as its special counsel; and RSB & Associates, P.C. as its accountant. Lawrence G. Frank, Esq., was appointed as trustee in the Debtor's Chapter 11 case on Oct. 14, 2020. The trustee is represented by his own firm, the Law Office of Lawrence G. Frank. Smigel Anderson & Sacks, LLP is tapped as the trustee's special counsel. ASAIG LLC: Auction of Substantially All Assets Set for March 30 --------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures proposed by ASAIG, LLC and affiliates in connection with the auction sale of substantially all assets. The Debtors are authorized, but not directed, to select one or more bidders to act as Stalking Horse Purchasers(s) and are authorized, but not directed, to enter into Stalking Horse Agreement(s) with such Stalking Horse Purchaser(s). No later than March 8, 2021, if the Debtors select a Stalking Horse Purchaser, the Debtors will file with the Court and serve on the Service Parties the Stalking Horse Selection Notice. The Stalking Horse Objection Deadline is 10 days after service of the Stalking Horse Selection Notice. The Stalking Horse Protections are approved and will be paid in cash when and as set forth in the Stalking Horse Agreement (if any). The Debtors' right to ask the Court's approval of one or more Stalking Horse Purchasers, with notice and a hearing, is preserved. The salient terms of the Bidding Procedures are: a. Bid Deadline: March 26, 2021, at 5:00 p.m. (CT) b. Initial Bid: In the event that there is a Stalking Horse Purchaser, the Minimum Initial Overbid Amount is greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (i) the aggregate amount of the Stalking Horse Protections (if there is a Stalking Horse Bid), plus (ii) $250,000. c. Deposit: 10% of the Purchase Price d. Auction: The Auction, if an auction is necessary, will be held at 10:00 a.m. (CT) on March 30, 2021, telephonically or by video conference pursuant to instructions to be provided by the Debtors to parties entitled to attend the Auction at a later date, or such other location or time as will be timely communicated to the Consultation Parties and each Qualified Bidder. If no Qualified Bid other than the Stalking Horse Bid is received before the Bid Deadline, no Auction will be conducted, the Stalking Horse Purchaser will be deemed the Successful Bidder and the Debtors will proceed to request at the Sale Hearing that the Court approves the Sale in accordance with the Stalking Horse Purchase Agreement. e. Bid Increments: $250,000 f. Sale Hearing: March 30, 2021, at 4:00 p.m. (CT) if no Auction is held, and April 1, 2021, at 1:30 p.m. (CT) if an Auction is held g. Sale Objection Deadline: March 31, 2021 at 5:00 p.m. (CT) h. To the extent the AIG Lenders and/or PGA TOUR, are not designated as Stalking Horse Purchaser(s) but nonetheless otherwise desire to submit a competing credit bid for the Purchased Assets, such lender(s) will notify the Debtors in writing of its (or their) intention to credit bid and the amount of the initial credit bid no later than the Bid Deadline. The Sale Notice and the Sale Notice procedures are approved. The Debtors will serve the Sale Notice, together with the Bidding Procedures,within five days after the entry of the Bidding Procedures Order, upon all parties on the Debtors' Master Service List. The Cure Notice is approved. The Debtors will cause the Cure Notice to be served to any counterparties to their executory contracts and unexpired leases that may be assumed and assigned, as set forth in Schedule 1 attached to the Cure Notice, not later than five days after entry of this Bidding Procedures Order. The Contract Objection Deadline is March 8, 2021 at 5:00 p.m. (CT). The Successful Bidder may designate additional contracts and leases for assumption and assignment at any time up until the date of the closing of the Sale. All time periods set forth in the Bidding Procedures Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, 9014 or otherwise, the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable. A copy of the Bidding Procedures is available at https://tinyurl.com/yyqc3jy6 from PacerMonitor.com free of charge. About ASAIG LLC ASAIG, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-35600) on Nov. 17, 2020. The petition was signed by A. Kelly Williams, manager. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Marvin Isgur oversees the case. Matthew Okin, Esq., at Okin Adams LLP, represents the Debtor as counsel. ASAIG LLC: Files Revised Proposed Bid Procedures Order for Assets ----------------------------------------------------------------- ASAIG, LLC and affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a notice of their revised proposed Bidding Procedures Order in connection with the auction sale of substantially all assets. On Jan. 18, 2021, the Debtors filed their Emergency Motion for Entry (A) Entry of an Order (I) Approving Bidding Procedures; (II) Approving Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases; (III) Approving Stalking Horse Protections; (IV) Scheduling Bid Deadline, Auction Date, and Sale Hearing Date; (V) Approving Form of Notice Thereof; (B) Entry of an Order After the Sale Hearing (I) Authorizing the Debtors to Sell Their Assets; and (II) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Leases; and (C) Granting Related Relief ("Sale Motion"). In connection with the Bidding Procedures Hearing on the Sale Motion scheduled for Jan. 26, 2021, at 1:30 p.m. (CT) to consider entry of the Bidding Procedures Order, the Debtors file the following: (i) a clean copy of the revised proposed Bidding Procedures Order in a form acceptable to the Debtors (Exhibit A); and (ii) a redline copy of the revised proposed Bidding Procedures Order redlined against the original proposed Bidding Procedures Order (Exhibit B). The revised proposed Bidding Procedures Order (Exhibit A) incorporates comments received from the AIG Lenders and PGA TOUR, Inc. ("DIP Lenders"), and the Official Committee of Unsecured Creditors. The DIP Lenders and Committee have not yet agreed to the revised proposed Bidding Procedures Order, and the parties may present further comments to the Court at the Bidding Procedures Hearing. A copy of Exhibits A and B is available at https://tinyurl.com/y6pwxy4w from PacerMonitor.com free of charge. About ASAIG LLC ASAIG, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-35600) on Nov. 17, 2020. The petition was signed by A. Kelly Williams, manager. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Marvin Isgur oversees the case. Matthew Okin, Esq., at Okin Adams LLP, represents the Debtor as counsel. ATLANTIC STREET: Creditors to be Paid in Full from Rental Payments ------------------------------------------------------------------ Atlantic Street Properties, LLC filed with the U.S. Bankruptcy Court for the District of Maine a First Modified Plan and a Disclosure Statement in connection with the Plan of Reorganization on Jan. 21, 2021. The Debtor's assets currently include a 4 unit residential property, with a retail value of approximately $1,222,000, and a liquidation value of less than $750,000. The Debtor held approximately $0.00 in cash reserves from rent payments at the time of filing, with a further $1,000 in household goods associated with the residential rental spaces. As of the Petition Date, the property is encumbered by three liens, 2019 property taxes to the City of Portland in the approximate amount of $3,654, a first priority mortgage to Geneva Ventures LLC in the approximate amount of $10,000, and a second mortgage to Wilmington Savings Fund in the agreed amount of $770,740. Postpetition, the Debtor negotiated a loan modification of the mortgage to $770,740 at 5% interest over 25 years with no default interest rate. Monthly payments will be $4,506 principal and interest plus a further $928.18 escrow. The payments will enable Debtor to pay off other liens by month 24 with 0% interest. The Debtor proposes to pay Allowed Secured Claims in full with interest (as applicable), and pay Allowed Unsecured Claims in full. The Plan provides for the payments to Wilmington Savings Fund beginning February 2021 for 300 months. The other secured creditors will be paid in full at 0% interest by Month 24. At this time, the Debtor anticipates objecting to a $900.00 estimated claim filed by IRS. The Plan is feasible because the Debtor has significant assets and minimal liabilities. Rental income exceeds the modified mortgage payments by at least $760 per month, such that the other lienholders can be paid in full within 2 years. The Debtor, therefore, believes that the Plan is feasible based on the restructured debt, current assets, and consensual modification. The payments required under the Plan will be made primarily from the rental payments from tenants. A full-text copy of the Disclosure Statement dated Jan. 21, 2021, is available at https://bit.ly/2MdBz4m from PacerMonitor.com at no charge. The Debtor is represented by: J. Scott Logan, Esq. Law Offices of J. Scott Logan, LLC 75 Pearl Street, Ste. 211 Portland, Maine 04101 Phone: (207)699-1314 Email: scott@southernmainebankruptcy.com About Atlantic Street Properties Atlantic Street Properties, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a multi-unit property located at 90 Atlantic St., Portland, Maine, having an expert valuation of $1.222 million. Atlantic Street sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 20-20444) on Dec. 8, 2020. At the time of the filing, the Debtor disclosed $1.223 million in assets and $782,756 in liabilities. Judge Michael A. Fagone oversees the case. Law Offices of J. Scott Logan, LLC is the Debtor's legal counsel. BARRE N9NE: Second Amended Plan Confirmed by Judge -------------------------------------------------- Judge Janet E. Bostwick has entered an order confirming the Second Amended Plan of Reorganization filed by Debtor Barre N9NE Studios LLC. The entry of the Plan Confirmation Order will constitute the Court's finding that the Plan has been proposed in good faith and not by any means forbidden by law. The Debtor disclosed that Ms. Tanya Croteau will continue as an officer or director of the Debtor after confirmation and disclosed the nature of her compensation. The continuance of Ms. Croteau as an officer is consistent with the interest of creditors and with public policy. With respect to each impaired class of claims or interests, each holder will receive under the plan an amount that is at least equal to what such holder would have received if the Debtor were liquidated under Chapter 7 of the Code. With respect to the acceptance of the Plan: * Class 3 is unimpaired under the Plan. Since Class 8 is retaining the equity interest, Class 8 is unimpaired under the Plan. * Classes 2, 4, 5, 6, and 7 are impaired classes and have accepted the Plan. * Class 1 is an impaired secured class and did not accept the Plan. Based on the offer of proof, the Court finds that the holder of such claims will retain its liens and receive deferred cash payments totaling at least the allowed amount of the claim with a value at least equal to the value of such entity's interest in the property. A full-text copy of the order dated Jan. 21, 2021, is available at https://bit.ly/3opYxCd from PacerMonitor.com at no charge. About Barre N9ne Studio Barre N9ne Studio LLC operates 4 barre and fitness studios, teaching fitness classes in a group setting as well as offers one on one personal training. As of the bankruptcy filing, it had locations in Danvers, Woburn, Somerville and Andover, Massachusetts. The company's office is located at 9 Page Street, Danvers, Massachusetts. Barre N9ne Studio filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13241) on Sept. 24, 2019, estimating less than $1 million in both assets and liabilities. Nina M. Parker, at Parker & Lipton, is the Debtor's counsel. BLANKENSHIP FARMS: Asset Sale to Fund Payments in Trustee's Plan ---------------------------------------------------------------- Marianna Williams, the Chapter 11 Trustee for the bankruptcy estate of debtor Blankenship Farms, LP, filed with the U.S. Bankruptcy Court for the Western District of Tennessee, Eastern Division, a Plan of Liquidation and a Disclosure Statement for the Debtor dated Jan. 21, 2021. The Debtor is a limited partnership formed under the laws of the State of Tennessee. Its general partner is TWB Management Inc owning a 1% interest with James Trent Blankenship and Wendi Deann Blankenship being limited partners, each owning a 49% interest. From a review of the docket in the bankruptcy case and upon investigation by the Trustee, it appears that the Debtor was in default on loan obligations with its principal secured creditor leading to the filing of the case. The Trustee has completed the liquidation of the Debtor's real property and personal property by either public sale or abandonment in the situation where the liens against real property exceeded the value. The Trustee realized net proceeds from the auction of the Personal Property totaling $658,954. The Trustee distributed to Farm Credit the amount of $591,684 as a secured creditor. The Trustee also entered into an agreement evidenced by a consent order on two Ring Storage Bins in which Regions Commercial Equipment Finance LLC held a perfected interest. After payment of fees and expenses incurred for which application has been made and orders of approval entered, the Trustee currently holds the amount of $430,118 for payment of administrative expenses and distribution to creditors. The Plan provides for the distribution of the funds held by the Trustee after payment of administrative expenses of the Trustee and other professionals as allowed by order of the Court. The Trustee believes the Plan provides for the greatest and earliest feasible return to the holders of Allowed Claims in a fair and equitable manner. This goal will be accomplished through payments to Creditors in respect of their Allowed Claims, as set forth by priority and amount under the Plan. After investigation and negotiation with a representative to the Tennessee Farmers Cooperative, a Consent Order was entered avoiding the Deed of Trust of Tennessee Farmers Cooperative on certain real property of the Debtor as a preferential transfer. Under the terms of the order, Tennessee Farmers Cooperative's Amended Proof of Claim was allowed as a general unsecured claim in the amount of $1,282,404. The Plan and the Disclosure Statement did not provide for an estimated percentage recovery for holders of unsecured claims in Class 3. The Plan states that holders of unsecured claims will receive their pro rata share of available funds after payment of administrative claims, priority claims and liquidating expenses. The sources of funding of the Plan will consist of the proceeds from the liquidation of the Debtor's assets. The Plan Agent will be appointed as provided in the Plan. The Plan Agent will be vested with and shall retain the funds received from the liquidation of the assets of the Estate. On the Effective Date, the Trustee will disburse to or otherwise transfer all estate monies on deposit to the Plan Agent (the "Existing Funds"). A full-text copy of the Disclosure Statement dated Jan. 21, 2021, is available at https://bit.ly/3ckofWp from PacerMonitor.com at no charge. A copy of the Plan is available at https://bit.ly/2MDSA7B Attorneys for Marianna Williams: BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC E. Franklin Childress, Jr. M. Ruthie Hagan 165 Madison Avenue, Suite 2000 Memphis, Tennessee 38103 Direct: 901.577.5147 Fax: 901.577.0845 E-mail: fchildress@bakerdonelson.com About Blankenship Farms Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crops and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating assets and liabilities between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of the Debtor. The case is assigned to Judge Jimmy L. Croom. Robert Campbell Hillyer, Esq., at Butler Snow LLP, served as counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC, served as farm equipment appraiser, and Brasher Accounting was the accountant. Marianna Williams was appointed as Chapter 11 trustee on March 9, 2017. The trustee retained Baker Donelson Bearman Caldwell & Berkowitz, PC, as legal counsel. The trustee also tapped Evans Real Estate as real estate agent; Marvin E. Alexander and Alexander Auction & Real Estate Sales as auctioneer; and Phillip Hollis, Esq., to provide real property title search services. BURTONSVILLE CROSSING: Seeks Approval to Tap Bankruptcy Counsel --------------------------------------------------------------- Burtonsville Crossing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ the law firm of McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA as its legal counsel. The law firm will render these legal services: (a) Prepare and file the petition, schedules, statement of affairs and other documents required by the court. (b) Represent the Debtor at the initial debtor interview and meeting of creditors. (c) Counsel the Debtor in connection with the formulation, negotiation and promulgation of plans of reorganization and related documents. (d) Advise and assist the Debtor in the negotiation and documentation of financing agreements, debt restructurings and related transactions. (e) Review the validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens. (f) Prepare all legal documents, and review all financial and other reports to be filed in this Chapter 11 case; (g) Perform all other legal services for the Debtor in connection with this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Partners $350 Associates $325 Paralegal $105 Steven Goldberg, Esq., a principal at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven L. Goldberg, Esq. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 Email: sgoldberg@mhlawyers.com About Burtonsville Crossing Burtonsville Crossing, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10491) on Jan. 25, 2021. Thomas Norris, president, signed the petition. At the time of the filing, the Debtor disclosed total assets of $2,209,349 and total liabilities of $4,372,808. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA serves as the Debtor's legal counsel. CANCER GENETICS: SteominX Signs Deal to Issue Preferred Shares -------------------------------------------------------------- StemoniX, Inc. entered into a stock purchase agreement with two institutional accredited investors, pursuant to which StemoniX agreed to issue to the Investors shares of its Series C Preferred Stock for an aggregate purchase price of $5 million, at the initial closing in an ongoing private placement of StemoniX Series C Preferred Stock for up to $10 million (subject to increase to up to $20 million) that may involve one or more additional closings prior to the closing of the proposed Merger, and that as a condition requires that StemoniX have agreements for the purchase of at least another $3 million of StemoniX Series C Preferred Stock. No assurance can be given that the conditions to closing the Series C Preferred Stock Purchase Agreement will be satisfied or waived, including that the additional shares be sold. The Series C Financing is intended to partially satisfy the closing conditions in the Agreement and Plan of Merger dated Aug. 24, 2020 between StemoniX, Cancer Genetics, Inc. and CGI Acquisition, Inc., a wholly owned subsidiary of CGI, which conditions include (A) that the Company shall have consummated a financing transaction no later than the closing of the Merger resulting in aggregate gross proceeds of $10 million (or such other amount as the Company and StemoniX agree) and/or (B) that the shares of Common Stock being issued in the Merger shall have been approved for listing on the Nasdaq Capital Market. CGI and StemoniX are negotiating an amendment to the Merger Agreement whereby, consistent with the requirements of the Series C Preferred Stock Purchase Agreement, each share of StemoniX Series C Preferred Stock issued and outstanding immediately prior to the effective time of the merger of CGI's wholly owned subsidiary and StemoniX will be converted into the right to receive a number of shares of CGI Common Stock equal to the price per share paid for the StemoniX Series C Preferred Stock divided by a conversion price equal to 85% of the weighted average share price of CGI Common Stock over the five trading days prior to the closing of the Merger. The conversion price is subject to a valuation cap based on an $85,000,000 valuation of CGI, after giving effect to the issuance of all shares of CGI common stock at or prior to the closing of the Merger (excluding shares of CGI common stock issued in exchange for StemoniX Series C Preferred and out-of-the-money options and warrants to purchase shares of CGI common stock, but including in-the-money options and warrants to purchase shares of CGI common stock on a net exercise basis). As a result, immediately following the Effective Time, but prior to the proportionate dilution resulting from the stock to be issued to holders of StemoniX Series C Preferred Stock and any other private placement transactions that CGI and StemoniX agree is part of their plan to satisfy the financing conditions set forth in the Merger Agreement, the former StemoniX shareholders (other than those purchasing StemoniX Series C Preferred Stock) will hold approximately 78% of the outstanding shares of CGI Common Stock and the stockholders of CGI (other than with respect to CGI securities issued in the future to satisfy the conditions of the Merger Agreement, if any) will retain ownership of approximately 22% of the outstanding stock, with such percentages subject to certain closing adjustments based on the Net Cash (as defined in the Merger Agreement) held by each company. The exact number of shares of CGI Common Stock that will be issued to StemoniX shareholders (other than with respect to securities issued in the Private Placement) will be fixed immediately prior to the Effective Time to reflect the capitalization of CGI as of immediately prior to such time as well as the Net Cash Adjustment, and the exact number of shares of CGI Common Stock that will be issued to the Investors upon conversion of the StemoniX Series C Preferred Stock under the Merger Agreement will be fixed immediately prior to the Effective Time based on the weighted average share price of CGI Common Stock over the five trading days prior to the closing of the Merger. In addition, if the Series C Financing is consummated, the Investors will be entitled to have one observer on the CGI Board of Directors after the Merger is consummated (and a second observer if certain additional sums are raised). Litigation Related to the Merger On Nov. 13, 2020, a purported stockholder of CGI filed a complaint against Cancer Genetics, Inc., the chief executive officer of CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Scott Sawin v. Cancer Genetics, Inc. et al. The complaint alleges that CGI's Registration Statement on Form S-4, as filed with the SEC on Oct. 16, 2020 related to the merger, omitted to disclose certain material information allegedly necessary to make statements made in the Prior Registration Statement not misleading and/or false, in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended and Rule 14a-9 promulgated thereunder, and alleges breach of fiduciary duty of candor/disclosure. The complaint seeks injunctive relief, enjoining the merger until the defendants to the applicable lawsuit disclose the alleged omitted material information, and costs, among other remedies. On Nov. 19, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Carlos Juan Pastrana v. Cancer Genetics, Inc. et al. On Nov. 19, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Joshua Dunn v. Cancer Genetics, Inc. et al. On Nov. 23, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Matthew Haller v. Cancer Genetics, Inc. et al. On Nov. 25, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Steve Prentiss v. Cancer Genetics, Inc. et al. On Dec. 1, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Virginia Weiderman v. Cancer Genetics, Inc. et al. On Dec. 18, 2020, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Jason Kauffman v. Cancer Genetics, Inc. et al. On Jan. 27, 2021, a purported stockholder of CGI filed a complaint against CGI and the directors of CGI in the United States District Court for the District of New Jersey, entitled, Joseph Sheridan v. Cancer Genetics, Inc. et al. Each of the foregoing seven complaints allege facts and seek relief substantially similar to the Sawin Complaint. CGI believes that the claims asserted in the lawsuits are without merit and intends to vigorously defend CGI, CGI Acquisition, Inc. and the director and officer defendants against these claims, as applicable, however, there can be no assurance that the defendants will prevail in such lawsuits. CGI is not able to estimate any possible loss from these litigations at this time. It is possible that additional lawsuits may be filed in connection with the merger. About Cancer Genetics Through its vivoPharm subsidiary, the Cancer Genetics -- http://www.cancergenetics.com-- offers proprietary pre-clinical test systems supporting clinical diagnostic offerings at early stages, valued by the pharmaceutical industry, biotechnology companies and academic research centers. The Company is focused on precision and translational medicine to drive drug discovery and novel therapies. vivoPharm specializes in conducting studies tailored to guide drug development, starting from compound libraries and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for Investigational New Drug filings. vivoPharm operates in The Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) accredited and GLP compliant audited facilities. Cancer Genetics reported a net loss of $6.71 million for the year ended Dec. 31, 2019, compared to a net loss of $20.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.69 million in total assets, $4.88 million in total liabilities, and $4.80 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has minimal working capital, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARDTRONICS INC: Moody's Puts Ba3 CFR on Review for Downgrade ------------------------------------------------------------- Moody's Investors Service has placed Cardtronics, Inc.'s ratings under review for downgrade, including the company's Ba3 corporate family rating, Ba3-PD probability of default rating, the Ba2 rating on the first lien term loan issued by Cardtronics' subsidiary Cardtronics USA, Inc. ("Cardtronics USA"), and the B2 rating on Cardtronics' 5.50% $300 million senior unsecured notes. The review was prompted by the announcement of the planned acquisition of the company by NCR Corporation in a $2.5 billion all-cash transaction expected to close in mid-year 2021. [1] On Review for Downgrade: Issuer: Cardtronics USA, Inc. Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD3) Issuer: Cardtronics, Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review Downgrade, currently Ba3-PD Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 (LGD5) Outlook Actions: Issuer: Cardtronics USA, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: Cardtronics, Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating review reflects Moody's view of the likelihood of the transaction closing, the combined entity's pro forma corporate and debt capital structure, its financial policy, and deleveraging plans among other factors. While details relating to the financing of this purchase have not yet been fully disclosed, NCR is expected to fund this acquisition principally with newly issued debt, resulting in pro forma LTM Debt plus preferred stock/EBITDA (Moody's adjusted for operating leases and pensions) for the combined entity of approximately 6x (excluding synergies). While NCR has indicated that, after completion of this transaction in mid-2021, it will suspend share repurchases and apply cash flow to debt reduction, LTM pro forma leverage will initially increase meaningfully vs Cardtronics' LTM level of just over 3x (pro forma for repayment of the 1% convertible senior notes in December 2020) on a standalone basis. To the extent that all of the rated debt of Cardtronics and its subsidiaries is repaid as part of the transaction, Moody's would expect to withdraw Cardtronics' ratings following the closing. Although the SGL-1 speculative grade liquidity rating is unchanged at this time, the utilization of existing cash balances for payment of acquisition cash consideration and the change in capital structure could also lead to a downgrade in the Speculative Grade Liquidity rating upon closing of the acquisition. Cardtronics, a subsidiary of Cardtronics plc ("plc"), provides consumer financial services through its network of ATMs and multi-function financial services kiosks. Cardtronics' customers primarily include large and small retailers, operators of facilities such as shopping malls and airports, and financial institutions. Moody's expect Cardtronics to generate approximately $1.1 billion in sales in 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CARVANA CO: Ernest Garcia Holds 53% of Class A Shares ----------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of Class A common stock of Carvana Co as of Jan. 27, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Ernest C. Garcia II 78,951,059 53.03% Verde Investments, Inc. 555,556 0.79% EGC II SPE, LLC 8,000,000 10.18% The beneficial ownership of the Class A Shares owned by E-SPE is also attributable to Mr. Garcia, as the sole member of E-SPE, and thus is reported by more than one reporting person pursuant to Rule 13d-3 under the Act. Power is exercised through Mr. Garcia. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1017608/000119312521020899/d119574dsc13da.htm About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is a holding company that was formed as a Delaware corporation on Nov. 29, 2016. Carvana is an e-commerce platform for buying and selling used cars. The Company owns and operates Carvana.com, which enables consumers to quickly and easily shop vehicles, finance, trade-in or sell the ir current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana's patented, automated Car Vending Machines. Carvana reported a net loss of $364.6 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of Sept. 30, 2020, the Company had $2.73 billion in total assets, $1.77 billion in total liabilities, and $961.57 million in total stockholders' equity. * * * As reported by the TCR on May 24, 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Carvana Co. to reflect the company's improved liquidity after it raised $480 million by issuing about $230 million of common stock and a $250 million add-on to its existing senior unsecured notes due 2023. CARVER BANCORP: Quinn Opportunity Entities Lower Stake to 3.9% -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Quinn Opportunity Partners LLC, Quinn Opportunity Partners GP LLC, Quinn Opportunities Master LP, and Patrick Quinn reported beneficial ownership of 117,535 shares of common stock of Carver Bancorp, Inc., which represents 3.9 percent based on a total of 3,001,437 shares of Common Stock outstanding as of Nov. 13, 2020, as set forth in the Issuer's Form 10-Q filed on Nov. 16, 2020. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1016178/000163327521000001/QOP13GA.htm About Carver Bancorp Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company is headquartered in New York, New York. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly-owned subsidiary, Carver Federal. Carver Federal was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its seven branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Carver Bancorp reported a net loss of $5.42 million for the year ended March 31, 2020, compared to a net loss of $5.94 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $672.65 million in total assets, $626.26 million in total liabilities, and $46.39 million in total equity. CENTURY ALUMINUM: Cynthia Carroll Quits as Director --------------------------------------------------- Cynthia Carroll had resigned as a director of Century Aluminum Company effective Jan. 29, 2021 in order to attend to new additional third-party board commitments. Ms. Carroll's decision to resign was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company plans to begin a search for a new director who will bring skills, knowledge and experience that complement the existing Board and who will continue to expand the diversity of the Board. About Century Aluminum Company Century Aluminum Company -- http://www.centuryaluminum.com-- is a global producer of primary aluminum and operates aluminum reduction facilities, or "smelters," in the United States and Iceland. The Company reported a net loss of $80.8 million for the year ended Dec. 31, 2019, compared to a net loss of $66.2 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.40 billion in total assets, $201.2 million in total current liabilities, $611.8 million in total noncurrent liabilities, and $592.4 million in total shareholders' equity. * * * As reported by the TCR on April 17, 2020, Moody's Investors Service downgraded the Corporate Family Rating of Century Aluminum Company to Caa1 from B3. "The ratings downgrade reflects Moody's expectations of further deterioration in Century's credit profile due to the impact of the coronavirus outbreak on the global aluminum demand, prices and regional premiums, which have declined materially since the beginning of 2020," said Botir Sharipov, vice president and lead analyst for Century Aluminum. CHIP'S SOUTHINGTON: Seeks to Hire Green & Sklarz as Counsel ----------------------------------------------------------- Chip's Southington, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Green & Sklarz LLC as its legal counsel. Green & Sklarz will render these legal services: (a) Advise the Debtor of its powers and duties; (b) Advise and assist the Debtor with respect to the negotiation and documentation of financing agreements, debt restructuring, cash collateral orders, and related transactions; (c) Review the nature and validity of liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; (d) Advise the Debtor concerning the actions that it might take to collect and to recover property for the benefit of the Debtor's estate; (e) Prepare on behalf of the Debtor legal documents and review all financial and other reports to be filed in this Chapter 11 case; (f) Advise the Debtor and prepare responses to legal papers which may be filed and served in this Chapter 11 case; (g) Counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; (h) Perform all other legal services for the Debtor which will be necessary or appropriate in administration of this Chapter 11 case; and (i) Susan Lamar, CPA, acting at the direction and control of Green & Sklarz's attorneys, may also provide accounting services. Green & Sklarz's hourly rates are as follows: Jeffrey M. Sklarz $425 Joanna M. Kornafel $325 In addition, the firm will seek reimbursement for expenses. Jeffrey Sklarz, Esq., a partner at Green & Sklarz, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey M. Sklarz, Esq. Green & Sklarz LLC One Audubon Street, 3rd Floor New Haven, CT 06511 Telephone: (203) 285-8545 Facsimile: (203) 691-5454 Email: jsklarz@gs-lawfirm.com About Chip's Southington Chip's Southington LLC, doing business as Chip's Family Restaurant, is a privately owned restaurant founded in 1966. Chip's Southington sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 20-21458) on Dec. 29, 2020. Georgios Chatzopoulos, member, signed the petition. At the time of the filing, the Debtor had estimated assets of $500,000 to $1 million and estimated liabilities of $1 million to $10 million. Judge James J. Tancredi oversees the case. Green & Sklarz LLC serves as the Debtor's legal counsel. CHS/COMMUNITY HEALTH: Moody's Rates New First Lien Notes 'Caa1' --------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to CHS/Community Health Systems, Inc.'s new senior secured first lien notes. The rating agency noted that there are no changes to Community's existing ratings, including its Caa2 Corporate Family Rating, Caa2-PD Probability of Default Rating, Caa1 senior secured first lien ratings, Caa3 senior secured junior notes ratings, and its Ca unsecured notes rating. There is also no change to Community's Speculative Grade Liquidity Rating of SGL-3. The outlook remains stable. Proceeds from the new senior secured first lien issuance will be used to repay the company's 8.625% senior secured first lien notes due January 2024. Moody's views this leverage-neutral transaction as being credit positive, because it will reduce Community's near-to-intermediate term refinancing risk while also likely providing some interest expense savings. CHS/Community Health Systems, Inc. Ratings assigned: Senior secured first lien notes due 2031 at Caa1 (LGD 3) RATINGS RATIONALE Community's Caa2 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with very high financial leverage in the mid-7 times. The rating is also constrained by Moody's expectation for negative free cash flow over the next 12-18 months because of Community's high interest costs, the significant capital requirements of the business, and the need to begin repaying the accelerated Medicare payments over the April 2021-September 2022 timeframe. The rating is also constrained by industry-wide operating headwinds which will limit operational improvement despite Community's turnaround initiatives. The rating is supported by Community's large scale, geographic diversity and the successful execution of its divestiture program. Moody's expects proceeds from divestitures to be used to repay debt and reinvest in the business. Despite the negative effects of the COVID-19 pandemic on volumes, Community's liquidity has been significantly helped by substantial government aid to hospitals. The stable outlook reflects Moody's view that the current ratings adequately reflect Community's weak operating performance and elevated probability of default. With respect to governance, Community has been unable to demonstrate a consistent track record for meeting its own financial guidance. As a for-profit hospital operator, Community also faces high social risk. The affordability of hospitals and the practice of balance billing has garnered substantial social and political attention. Hospitals are now required to publicly provide pricing for several services, although compliance and practice is inconsistent across the industry. Additionally, hospitals rely on Medicare and Medicaid for a substantial portion of reimbursement. Any changes to reimbursement to Medicare or Medicaid directly impacts hospital revenue and profitability. Further, as Community is focused on non-urban communities, slow population growth tempers the company's capacity to grow admissions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade the ratings if there is deterioration in Community's earnings, if liquidity weakens or if, for any other reason, the probability of default rises or recovery prospects weaken. Moody's could upgrade the ratings if operational initiatives result in improved volume growth and margin expansion. Community would also need to improve its free cash flow and liquidity and reduce financial leverage -- creating a more sustainable capital structure -- before Moody's would consider an upgrade. CHS/Community Health Services, Inc., headquartered in Franklin, Tennessee, is an operator of general acute care hospitals in non-urban and mid-sized markets throughout the US. Revenues in the last twelve months ended September 30, 2020 were approximately $12 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CICI'S HOLDINGS: Gets Approval to Tap Stretto as Claims Agent ------------------------------------------------------------- CiCi's Holdings, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Stretto as claims and noticing agent. Stretto will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of CiCi's Holdings and its affiliates. Prior to the petition date, the Debtors provided Stretto an advance in the amount of $50,000. Stretto will bill the Debtors no less frequently than monthly. The Debtors agreed to pay out-of-pocket expenses incurred by the firm. Sheryl Betance, a managing director at Stretto, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About CiCi's Holdings CiCi's Holdings, Inc. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-30146) on Jan. 25, 2021. Judge Stacey G. Jernigan oversees the cases. The Debtors tapped Gray Reed & McGraw LLP as legal counsel and Stretto as claims and noticing agent. CICI'S HOLDINGS: Unsecured Creditors Deemed to Reject Plan ---------------------------------------------------------- Cici's Holdings, Inc., et al., submitted a First Amended Disclosure Statement on Jan. 27, 2021. CiCi's is a leading owner, operator, and franchisor of family-oriented unlimited pizza restaurants with approximately 318 locations across 26 states. As of the Petition Date, 12 of these locations are Company-owned restaurants and 306 are franchise locations owned and operated by 128 franchisees. Of these, a total of 214 stores are temporarily shut down (comprised of 11 Company-owned locations and 203 franchise locations), and 67 are closed permanently (comprised of 6 Company-owned locations and 61 franchise locations) As of Dec. 11, 2020, CiCi's had approximately $81.64 million in total funded debt obligations, consisting of (a) $9.99 million in aggregate principal and interest amounts outstanding under a prepetition revolving facility and (b) approximately $71.65 million in aggregate principal and interest amounts outstanding under a term loan facility. On Jan. 14, 2021, the Holder of Prepetition Credit Agreement Secured Claims and the Company entered into a Restructuring Support and Forbearance Agreement (together with all exhibits thereto, and as amended, restated, extended, and supplemented from time to time, the "RSA") that sets forth the principal terms of the Restructuring Transactions and requires the Consenting Lender to support the Plan. Parties to the RSA are: 1. The Company and its subsidiaries; 2. D&G Investors, LLC, as assignee of Wells Fargo Bank, N.A., Citizens Bank, N.A., Cadence Bank, N.A., and Bank of America, N.A., the lenders under the Credit Agreement. 3. Interest holders Arlon Food and Agricultural Partners II LP, AFAP II Co-Invest LP, and Continental Grain Company. A hearing to consider confirmation of the Plan is scheduled for March 2, 2021, at 9:30 a.m. Among other things, the Plan and RSA contemplate the following: * D&G will receive New Common Equity, which is comprised of the common stock, limited liability company membership unit, or functional equivalent thereof of Parent, or any successor or assign thereof, on or after the Effective Date ("Reorganized Parent") and a general unsecured deficiency claim; * The Company's operations will be funded with a new debtor in possession financing facility (the "DIP Facility") provided by D&G that will (a) have a principal amount of up to $9 million, comprised of $3 million of new credit and a deemed term loan "roll up" of $6 million of Prepetition Credit Agreement Claims. * Upon the agreement of the Company and D&G, up to $9 million DIP Claims and an amount to be determined of Prepetition Credit Agreement Claims may be converted into a new exit facility (the "Exit Facility"). * Each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the General Unsecured Recovery Pool. * All executory contracts not constituting franchise agreements, including leases of non-residential real property, will be subject to assumption, rejection, or renegotiation, subject to pro forma business needs of the Reorganized Debtors and with the consent of the Consenting Lender. * Substantially all of the Company's franchise agreements will be assumed. * All Administrative Claims, Other Priority Claims, and Other Secured Claims will be paid in full in Cash or receive such other treatment that renders such Claims unimpaired under the Bankruptcy Code. Under the Plan, each holder of an allowed general unsecured claim (including, for the avoidance of doubt, deficiency claims of the repetition lender) will receive its pro rata share of the General Unsecured Recovery Pool. "General Unsecured Recovery Pool" means cash in an amount of $50,000. Holders of allowed general unsecured claims are deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Holders of allowed general unsecured claims are not entitled to vote to accept or reject the Plan. The Liquidation Analysis says in a liquidation scenario, holders of $750,000 in general unsecured claims and $2.889 million in rejection claims won't receive anything. A full-text copy of the First Amended Disclosure Statement dated Jan. 27, 2021, is available at https://bit.ly/3oplKoh from PacerMonitor.com at no charge. Proposed Counsel to the Debtors: Jason S. Brookner Aaron M. Kaufman Lydia R. Webb Amber M. Carson GRAY REED & MCGRAW LLP 1601 Elm Street, Suite 4600 Dallas, Texas 75201 Telephone: (214) 954-4135 Facsimile: (214) 953-1332 E-mail: jbrookner@grayreed.com akaufman@grayreed.com lwebb@grayreed.com acarson@grayreed.com - and - Paul D. Moak GRAY REED & MCGRAW LLP 1300 Post Oak Boulevard, Suite 2000 Houston, Texas 77056 Telephone: (713) 986-7127 Facsimile: (713) 986-5966 E-mail: pmoak@grayreed.com About CiCi's Holdings CiCi's Holdings Inc. is the owner, operator, and franchisor of family-oriented unlimited pizza restaurants. With approximately 318 locations across 26 states, including 11 owned restaurants and 307 franchise locations owned and operated by 128 franchisees, the CiCi's brand is known as a "go-to" destination for family and other group outings through its wide variety of pizza, pasta, and salad bar items and cost-effective price point. CiCi's Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 21-30146) on Jan. 25, 2021, with a restructuring support agreement for a plan that would have lender D&G Investors LLC take over ownership. D&G is an affiliate of private investment firm Gala Capital. Cici's Holdings was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Stacey G. Jernigan is the case judge. The Debtors tapped Gray Reed & McGRAW LLP as bankruptcy counsel and Piper Sandler & Co. as investment banker. Stretto is the claims agent. CITIUS PHARMACEUTICALS: Closes $20M Offering Priced At-the-Market ----------------------------------------------------------------- Citius Pharmaceuticals, Inc. has closed on the sale to certain institutional and accredited investors of approximately $20 million through the issuance of an aggregate of 15,455,960 shares of its common stock and warrants to purchase up to an aggregate of 7,727,980 shares of common stock, at a purchase price of $1.294 per share of common stock and associated warrant in a private placement priced at-the-market under Nasdaq rules. H.C. Wainwright & Co. acted as the exclusive placement agent for the offering. The warrants have an exercise price of $1.231 per share, are exercisable immediately and have a term of five and one-half years. The Company currently intends to use the net proceeds from the offering for general corporate purposes, including pre-clinical and clinical development of its product candidates and working capital and capital expenditures. The offer and sale of the foregoing securities were made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock to be issued to the investors within five calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 75 days in the event of a "full review" by the Securities and Exchange Commission. About Citius Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com-- is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on anti-infectives, cancer care and unique prescription products. Citius reported a net loss of $17.55 million for the year ended Sept. 30, 2020, compared to a net loss of $15.56 million for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $43.77 million in total assets, $10.10 million in total liabilities, and $33.67 million in total stockholders' equity. Boston-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 16, 2020, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLEAR INVESTIGATIVE: Case Summary & 6 Unsecured Creditors --------------------------------------------------------- Debtor: Clear Investigative Advantage, LLC 11330 Legacy Drive Suite 307 Frisco, TX 75033 Business Description: Founded in 2001 and headquartered in Frisco, Texas, Clear Investigative Advantage, LLC is a licensed private investigative firm. Chapter 11 Petition Date: January 29, 2021 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 21-40139 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 100 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 E-mail: eric@ealpc.com Total Assets: $205,489 Total Liabilities: $2,255,555 The petition was signed by Jason Johnston, CEO. A copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3ZERFCI/Clear_Investigative_Advantage__txebke-21-40139__0001.0.pdf?mcid=tGE4TAMA CNT HOLDINGS: S&P Reinstates 'B' Rating on First-Lien Facilities ---------------------------------------------------------------- S&P Global Ratings reinstated its 'B' issue-level rating and '3' recovery rating on CNT Holdings I Corp.'s first-lien facilities and 'CCC+' issue-level rating and '6' recovery rating on its second-lien term loan, which the rating agency withdrew in error on Jan 22, 2021. COMMUNITY INTERVENTION: Wins Cash Collateral Access Thru Feb. 4 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has authorized Community Intervention Services, Inc. and affiliates to use cash collateral on an interim basis through February 4, 2021, in accordance with the budget. The Debtors do not have sufficient working capital and financing to permit them to continue operation of their businesses and to preserve the value of their remaining assets without the use of Cash Collateral. The Debtors and the prepetition secured parties represent and stipulate to the court that: A. Prior to the Petition Date, the Prepetition Secured Parties made loans and other financial accommodations available to Debtors pursuant to, without limitation, (i) the Credit Agreement dated July 16, 2015, between Debtors Community Intervention Services, Inc., South Bay Mental Health Center, Inc., Futures Behavior Therapy Center, LLC, and certain other non-Debtors, as borrowers, Debtor Community Intervention Services Holdings, Inc. and certain other non-Debtors, as guarantors, Capital One, National Association, as agent, and the other financial institutions party thereto as lenders, and (ii) certain term, revolving and DDTL promissory notes. B. Prior to the Petition Date, the Debtors and other non-Debtors were parties to a Guaranty and Security Agreement dated as of July 16, 2015, pursuant to which the Borrowers and Guarantors, including each Debtor, jointly and severally, absolutely, unconditionally, and irrevocably guaranteed to the Prepetition Secured Parlies the full and punctual payment of all obligations owing to the Prepetition Secured Parties under the Credit Agreement and Notes. C. As of the Petition Date, the Debtors were indebted and liable to the Prepetition Secured Parties under the Credit Agreement, the Notes, the Guaranty and Security Agreement, and all documents, instruments, and agreements related to or entered into in connection with the foregoing in the aggregate amount of at least S48,744,971.16. D. Pursuant to a Subordination Agreement dated July 16, 2015 by and among the Borrowers, Guarantors, Capital One as Agent, certain subordinated lenders party thereto, and Triangle Mezzanine Fund, LLLP, as the initial agent for the Subordinated Creditors, the Subordinated Creditors and Subordinated Agent subordinated, among other things, all of the obligations and liabilities owed by Debtors to the Subordinated Creditors and Subordinated Agent to the payment in full in cash of all obligations, liabilities, and indebtedness of Debtors to the Prepetition Secured Parties and any and all liens granted by Debtors on the Prepetition Collateral to the Subordinated Creditors and Subordinated Agent to the Prepetition Liens, both as to the extent and manner detailed in the Subordination Agreement. As adequate protection for the Debtors' use of the Cash Collateral, the Debtors have made a $615,000 payment to the Agent, for the benefit of the Prepetition Secured Parties, within one business day of the entry of the Interim Order and will make monthly cash payments to Capital One in immediately available funds in the amount of $615,000 on the last business day of each calendar month beginning on January 29. Capital One, on behalf of and for the benefit of the Prepetition Secured Parties, will receive, as adequate protection to the extent of the diminution in value of its perfected interests in the Cash Collateral, but subject to the Carve-Out, a replacement lien in the Prepetition Collateral and in the post-petition property of the Debtors, whether now existing or hereafter acquired or arising, and wherever located. The Superpriority Claims, Adequate Protection Liens, and Prepetition Liens, will be subject to the payment of (i) the unpaid and outstanding fees and expenses actually incurred on or after the Petition Date and prior to the Trigger Date, so long as approval is ultimately sought and allowed by a final Court order, in an amount not to exceed the line-item amounts set forth for such Professional for the applicable period prior to the Trigger Date in the Budget, plus (ii) those fees, costs and expenses incurred by the Professionals after the Trigger Date and subsequently allowed by order of the Court in an amount not to exceed $150,000 in the aggregate, plus (iii) fees required to be paid to the Clerk of the Court and to the U.S. Trustee pursuant to 28 U.S.C. section 1930. A telephonic hearing to consider entry of a final order on the Motion shall take place at 2 p.m. on February 4. A copy of the Interim Order and the Debtor's First Supplemental Approved Budget through the week of April 17, 2021 is available at https://bit.ly/3a6Kjkw from PacerMonitor.com. About Community Intervention Services, Inc. Community Intervention Services, Inc. sought Chapter 11 protection (Bankr. D. Mass. Case No. 21-40002) on January 5, 2021. The case is being jointly administered with the bankruptcy cases of its affilliates Community Intervention Services Holdings, Inc., Futures Behavior Therapy Center, LLC, and South Bay Mental Health Center, Inc. Each of the Debtors is a for-profit corporation or limited liability company formed for the purpose of providing community based behavioral health services. CIS, headquartered in Westborough, Massachusetts, is diversified provider of community-based and outpatient mental health and behavioral services, including through its wholly-owned subsidiaries, South Bay and Futures. In the petition signed by Andrew R. Calkins, president, CEO, the Debtor disclosed up to $100 million in assets and $500 million in liabilities. Judge Elizabeth D. Katz oversees the case. CASNER & EDWARDS, LLP is the Debtor's counsel. COMMUNITY PROVIDER: Solicitation Exclusivity Extended Thru April 15 ------------------------------------------------------------------- At the behest of CPESAZ Liquidating Inc. formerly Community Provider of Enrichment Services, Inc. and its affiliates, Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the District of Delaware extended the period in which the Debtors may obtain acceptances of a plan to April 15, 2021, and though the extension for the plan filing passed already, it was extended to December 22, 2020. Since the Petition Date, the Debtors have been working diligently to stabilize their business and to resolve the numerous concerns of its stakeholders, including its program participants and landlords, to ensure that operations continue smoothly. The Debtors have also been in discussions with the ESOP Trustee and his counsel with respect to the Debtors' joint chapter 11 plan. Among other issues, CPES AZ has only recently concluded negotiations with its landlords, the new vendors, and the Arizona DES-DDD regarding the sale of its assets, and the sale closings will be scheduled following the entry of the various sale and related orders. Further, Covid-19 and other challenges have presented additional complexity with respect to both the operational logistics and the administration of the Debtors' business and the Chapter 11 Cases. CPES AZ is in the final stages of the sales of its assets. Following a lengthy and contested sale process in Arizona, the Debtors were able only recently to reach several agreements for the sale of its assets, and the sale closings will be scheduled following the entry of the various sale and lease assumption/assignment orders. The Debtors are paying their ordinary course administrative expenses as they come due, and the Debtors have sufficient liquidity to continue paying post-petition obligations as they come due. Therefore, as the Debtors are maintaining their assets and operations and paying their administrative expenses in the ordinary course of business as they come due, the Debtors' creditors are not prejudiced by the extension. The extension of the exclusive periods will allow the Debtors to solicit the plan uninterrupted and provide the Debtors time to negotiate with parties in interest in an effort to reach consensual confirmation of the plan. A copy of the Debtors' Motion to extend is available from PacerMonitor.com at https://bit.ly/2M7Kcxi at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/3cfEiVF at no extra charge. About Community Provider of Enrichment Services Community Provider of Enrichment Services, Inc., -- https://www.cpes.com/ -- which conducts business under the name CPES, is a community human services and healthcare organization based in Tucson, Ariz. It offers a full range of community-based behavioral health services, substance abuse treatment, foster care, and intellectual and developmental disability support with locations throughout Arizona and California. CPES and its affiliate, Novelles Developmental Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-10554) on April 24, 2020. On August 11, 2020, another affiliate, CPES California, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-15456). At the time of the filing, CPES reported $1 million to $10 million in both assets and liabilities while Novelles Developmental Services disclosed assets of $100,000 to $500,000 and liabilities of the same range. CPES California disclosed assets of $1 million to $10 million and liabilities of $100,001 to $500,000. Judge Deborah J. Saltzman oversees the cases. The Debtors tapped Faegre Drinker Biddle & Reath LLP as their legal counsel and CohnReznick Capital Market Securities, LLC as their investment banker. Timothy J. Stacy is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. He is represented by Resnik Hayes Moradi, LLP. * * * CPES Inc., et al., in October 2020 won approval to sell their California assets to National Mentor Healthcare, LLC d/b/a California Mentor, which topped the auction with an offer of $9,350,000. The sale closed on November 16, 2020. In November 2020, the Debtors won approval to sell their Arizona assets to select bidders for $210,000. Arizona purchased assets include 19 CapGrow leases that were assumed and assigned, which eliminated, at minimum, $400,000 in potential rejection damages claims. The Debtors were renamed to CPESAZ Liquidating, Inc., et al., following the sale. CORUS ENTERTAINMENT: S&P Alters Outlook to Stable, Affirms BB ICR ----------------------------------------------------------------- On Jan. 28, 2021, S&P Global Ratings revised its outlook on Corus Entertainment Inc. to stable from negative. S&P said, "At the same time, we affirmed our 'BB' long-term issuer credit rating on the company and our 'BB+' issue-level rating on Corus' senior secured debt. The '2' recovery rating on the debt is unchanged. "The stable outlook reflects our view that the company will maintain leverage measures at about 3.0x over the next 12 months driven by Corus' improving operating performance and ongoing debt reduction. Improving operating performance supports organic adjusted EBITDA growth over the next 12 months. S&P Global Economics forecasts Canadian GDP to increase in the mid-single-digit percentage area in 2021 spurred by a potential wide deployment of the COVID-19 vaccine by mid-2021, leading to rising consumer confidence and lower unemployment levels compared with 2020. Based on these revised assumptions, S&P Global Ratings expects advertisers to gradually increase their ad spend through 2021 thanks to increased consumer spending and sequential improvement in mobility; however, absolute spending will be lower than pre-pandemic levels. S&P said, "Including first-quarter fiscal 2021 performance, we now forecast Corus' TV advertising revenues to increase in the low-to-mid single-digit percentage area in contrast to our previous expectation of a mid-to-high single-digit decline. Furthermore, Corus' advertising technology, including its audience segment selling initiatives and automated buying platform Cynch, could help partially offset the secular TV advertising revenue decline. The Cynch platform allows advertisers to target audiences, provide a faster accurate ratings assessment, and increase ease in transacting, supporting better pricing flexibility and higher return on investment. Partially offsetting the revenue growth could be modest programming cost increases over the next few quarters, thereby leading to low-single-digit EBITDA (S&P Global Ratings' adjusted) growth in fiscal 2021 compared with fiscal 2020. As a result, we expect the company to generate about C$480 million-C$500 million of EBITDA in fiscal 2021 compared with our previous expectation of about C$420 million." S&P said, "The stable outlook reflects our view that Corus' improving operating performance and debt repayment strategy will support the company's leverage measure of about 3.0x over the next 12 months. In addition, the company's desire to use a part of its FOCF for debt reduction creates financial capacity to absorb any potential operational underperformance from unforeseen cyclical headwinds or negative industry conditions. "We could lower the rating in the next 12 months if Corus' adjusted debt-to-EBITDA approaches 4x. We believe this scenario could result from topline pressure stemming from increasing shifts in media consumption and increasing online advertising penetration, leading to lower EBITDA generation. Alternatively, we could lower the rating if the company adopts an aggressive financial policy in terms of using free cash flow for shareholder remuneration ahead of material debt repayment, thus creating lower balance-sheet capacity to absorb any operational underperformance. "Given our expectation of a tougher operating environment, we are unlikely to raise the ratings within the next 12 months. However, we could raise the ratings if Corus is able to substantially improve its competitive position in a secular declining industry through its various new initiatives, resulting in improvements in its operating and financial performance, leading it to sustain adjusted debt to EBITDA below 2.5x. At the same time, we would expect Corus to commit to stronger credit measures when taking material shareholder remuneration into consideration and demonstrate a credible refinancing plan for its upcoming maturities, for it to be commensurate with a higher rating." COVINGTON LODGING: Court Finds Western World Not in Bad Faith ------------------------------------------------------------- Judge Wendy L. Hagenau of the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division granted in part, Western World Insurance Group's motion for summary judgment. Covington Lodging Inc. owns and operates a 48-room, two-story motel at 10101 Alcovy Road in Covington, Georgia. The first floor of the hotel includes 24 guest rooms, an administrative office, and a narrow utility corridor called the "chase." Covington Lodging obtained an insurance policy with Western World covering the Property including personal property and loss of income effective September 10, 2017 through September 10, 2018. Early on the morning of December 31, 2017, a sewer backup and water pipe leak occurred. Bryan Mills, a plumber, was called to the property and observed both a sewer backup and water pipe leak. Mr. Mills observed sewage coming from a floor drain in the administrative area laundry room and used a small cable machine to clear the blockage. Covington Lodging hired Todd Brownewell, a contractor, to mitigate damage to the Property. Mr. Brownewell observed some sewage seepage in some of the Property. He then began efforts to mitigate damage to the Property, which included the removal of some guest room toilets, carpeting, and floor tiles. Covington's agent, Allen Insurance Company, submitted an Acord Property Loss Notice by email to Western World on January 2, 2018, and Western World set up a claim for sewer backup. Western World assigned Team One Adjusting Service, LLC as an adjuster for the sewage claim. Brad Allgood, of Team One, visited the Property on January 5, 2018 and observed water had been extracted and carpet and flooring and some toilets had been removed from guest rooms. Mr. Brownewell sought reimbursement of $74,980.31 for his work at the Property, and Western World remitted the same amount to Covington Lodging. Mr. Allgood estimated additional costs to rebuild the Property of $212,086.32. Western World issued an additional payment to Covington of $25,019.69, for a total of $100,000.00 on the sewage claim. Western World valued water damage only to the Property at $6,163 and, after deducting the $2,500 deductible and $491 in deprecation, paid $3,171.76 to Covington Lodging in relation to the water pipe break. Covington Lodging demanded additional payments from Western World on July 25, 2018. Covington Lodging thereafter sent another demand for $610,036.55 related to water damage independent of the sewer backup. A representative for Western World, Steven Livingston, visited the Property on September 24, 2018. Western World sent Covington Lodging a letter dated September 25, 2018 requesting an examination under oath and additional documents and information relating to the amounts claimed and repairs and contract work completed at the Property from December 1, 2017 through January 31, 2018. Covington Lodging provided an examination under oath, via Sunita Patel and Jas Singh, on January 16, 2019, at the conclusion of which Covington adopted the testimony as the company's testimony for purposes of the examination. Western World reserved its right to continue the examination and the parties stipulated Western World had 31 days in which to complete its investigation. That same day, on January 16, 2019, Covington Lodging submitted a sworn statement of proof of loss seeking $725,281.36 to repair the hotel; for furniture, fixtures, and equipment; and for lost profit due to water damage independent of the sewer backup. Western World requested additional information and documents from Covington Lodging on February 7, 2019, to which Covington Lodging responded on February 22, 2019. The Policy provides coverage for "direct physical loss of or damage to Covered Property at the premises described in the Declarations caused by or resulting from any Covered Cause of Loss." The Policy's Causes of Loss—Special Form defines the term Covered Causes of Loss and identifies certain exclusions and limitations to coverage. Section B.1.g. of the Causes of Loss— Special Form is replaced by a water exclusion, which states the Policy does not cover "loss or damage caused directly or indirectly" by "[w]ater that backs up or overflows or is otherwise discharged from a sewer, drain, sump, sump pump or related equipment." The Causes of Loss—Special Form further provides "[s]uch loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss." The parties also entered into a Discharge from Sewer, Drain or Sump (Not Flood-Related Endorsement) ("Sewer Endorsement"), which provides coverage for "direct physical loss or damage to Covered Property, caused by or resulting from discharge of water or waterborne material from a sewer, drain or sump located on the described premises." It further provides, "[t]o the extent that the Water Exclusion might conflict with the coverage provided under this endorsement, the Water Exclusion does not apply to such coverage." The Sewer Endorsement states, "[t]he most we will pay under this endorsement, for the total of all covered loss and expense, is the applicable Discharge Limit Shown in the Schedule. Such limit is part of, not in addition to, the Limit of Insurance applicable to the Covered Property, business income or extra expense." The declarations set forth a $100,000.00 limit for sewer loss. The Policy states, in the event of loss or damage, Covington Lodging has a duty to send Western World a signed, sworn proof of loss containing information for Western World to investigate the claim. It further provides Western World may examine the insured under oath about a claim, that the insured's examination answers must be signed, and that Western World would "pay for covered loss or damage within 30 days after [Western World] received the sworn proof of loss[.]" On March 12, 2019, Covington filed a complaint against Western World in the Superior Court of Newton County, Georgia alleging 1) breach of contract, 2) bad faith pursuant to O.C.G.A. Section 33-4-6, and 3) seeking attorney's fees pursuant to O.C.G.A. Section 13-6-11. Western World filed a notice of removal, removing the case to the United States District Court for the Northern District of Georgia on April 15, 2019. Covington Lodging filed for Chapter 11 bankruptcy relief on March 26, 2019, and the case was stayed in the District Court pending resolution of the bankruptcy case. On November 30, 2019, the parties filed a joint motion to transfer the matter to this Court, initiating this adversary proceeding. On September 17, 2020, Western World filed a motion seeking summary judgment on all three counts of the complaint. "When damage arises from multiple causes, parties can contract around these default rules with an anticoncurrent cause clause. ACC's entirely bar insurance coverage where a property loss is caused by a combination of covered and excluded perils... An ACC does not apply, however, if two or more forces cause different, distinct, divisible damage. If two perils cause two different losses, the forces are not working concurrently but separately and, therefore, the ACC is not implicated... The damage would be treated separately, and the ACC would not prevent coverage of the covered item," explained Judge Hagenau. Western World contended that it has paid all that is required under the policy. It further contended that, with one exception, all the damage to the property was caused by a combination of clear water from a broken water pipe and sewer back up from the sewer drain. Western World alleged that the damage caused by these two perils cannot be separated and thus the ACC prohibits payment. While Western World acknowledged the Sewer Endorsement, it pointed out the Sewer Endorsement is limited to $100,000 and said that any damage in excess of that amount is barred by the ACC, whether it be damage to the building, to personal property, or to business income. Covington Lodging asserted that the damage from the sewer and the damage from the water are separate. It pointed to the location of the sewer drain in the laundry room, the location of the water line break in the center of the chase hallway, and evidence that only two of the guest room toilets were removed immediately after the damage in support of its argument. Covington Lodging asserted further the water only damage is $725,281.36. Western World, on the other hand, argued the water only damage occurred from a pipe leak in the chase and totaled at $6,163.00 for which it has already paid. It relied on Mr. Brownewell's testimony that he found category 3 water in all the rooms, service area, and office to conclude the water and sewer combined to cause the damage. "Construing the facts in the light most favorable to the nonmovant as the Court must, the Court finds there are genuine issues of material fact that preclude judgment as a matter of law. The Policy includes an ACC, but the provision only applies when two perils work together to cause the same damage. There are genuine issues of material fact about whether the two separate events -- the water pipe leak and the sewer backup -- resulted in separate damage or whether they simultaneously contributed to the damage. Because an issue of fact remains as to whether all or a portion of the damage can be separately attributed to water or sewer, the Court need not decide the legal question raised by Western World today. The Court recognizes that cases are split about how an endorsement providing limited coverage should be read together with an ACC and whether the ACC would bar recovery for damage above the endorsement's recovery limit... The Court will address the issue if it becomes necessary after the facts are developed at trial... the Court finds there are genuine issues of material fact and summary judgment is not appropriate on Covington's breach of contract claim," held Judge Hagenau. "Western World asserts that 60 days did not elapse from the date it received a proper demand and the date Covington filed suit. Pursuant to the Policy, Covington had a duty to send Western World a signed, sworn proof of loss containing information for Western World to investigate the claim and Western World would 'pay for covered loss or damage within 30 days after [Western World] received the sworn proof of loss[.]' While Covington sent Western World requests for payment prior to 2019, Western World had yet to receive formal evidence of Covington's losses as required under the Policy and no payment was due. Covington completed an examination under oath and submitted a sworn statement in proof of loss on January 16, 2019. Western World then had 30 days to investigate or adjust the loss. Accordingly, immediate payment was not due until February 15, 2019. Less than 60 days after submitting its sworn proof of loss form, and less than 60 days after immediate payment was due under the Policy, Covington filed suit against Western World on March 12, 2019. Covington's failure to wait 60 days before filing suit bars recovery as a matter of law under O.C.G.A. Section 33-4-6. But even assuming the demand was timely, Covington cannot prevail under O.C.G.A. Section 33-4-6 because the evidence filed in support of Western World's motion for summary judgment is sufficient to demonstrate that Western World had reasonable grounds to contest Covington's claims," Judge Hagenau found. Judge Hagenau added that "Western World did not settle Covington's claims because it believed the damage was not covered. Western World has pointed to evidence that supports its version of events, and the Court has found there is a genuine issue of material fact about what exactly transpired and whether the resulting damage was covered. Moreover, the Court has cited to conflicting legal authority on the construction of ACCs and endorsements such as in the Policy. The undisputed evidence presented is sufficient to demonstrate as a matter of law Western World had reasonable grounds to contest Covington's claims and, even if it does not ultimately prevail at trial, Western World has demonstrated it did not refuse payment on the policy for 'frivolous' or 'unfounded' reasons. Accordingly, summary judgment is warranted in favor of Western World on Covington's bad faith claim under O.C.G.A. Section 33-4-6." Covington sought attorneys fees pursuant to O.C.G.A. Section 13-6-11, which is a general provision that provides for attorney's fees in certain circumstances. Judge Hagenau held that "Covington is precluded under Georgia law from availing itself of O.C.G.A. Section 13-6-11 because the penalties contained in O.C.G.A. Section 33-4-6 are the exclusive remedies for an insurer's bad faith refusal to pay insurance proceeds." The case is IN RE: COVINGTON LODGING INC., Chapter 11, Debtor. COVINGTON LODGING, INC., Plaintiff, v. WESTERN WORLD INSURANCE GROUP, Defendant, Case No. 19-54789, Adversary Proceeding No. 19-5348 (Bankr. N.D. Ga.). A full-text copy of the Order Granting in Part and Denying in Part Defendant's Motion for Summary Judgment, dated January 15, 2021, is available at https://tinyurl.com/yxq3pua6 from Leagle.com. About Covington Lodging, Inc. Covington Lodging, Inc filed for Chapter 11 bankruptcy relief on March 26, 2019 (Bankr. N.D. Ga. Case No. 19-54789). CRACKED EGG: Diner Tries to Cast Doubt on Mask Mandates ------------------------------------------------------- Matthew Santoni of Law360 reports that the counsel for a bankrupt Pittsburgh-area restaurant being sued by the Allegheny County Health Department for refusing to follow Pennsylvania's mask mandates tried to raise doubts Wednesday, Jan. 27, 2021, over whether masks were effective at controlling the pandemic or if unmasked dining at restaurants posed greater risks of spreading COVID-19. During an evidentiary hearing, James Cooney, representing The Crack'd Egg, questioned the chief epidemiologist at the health department on how conclusively the county's contact tracers had connected coronavirus cases to bars and restaurants. He also grilled LuAnn Brink, chief epidemiologist and deputy director for the health department, over whether there was a scientific consensus on the effectiveness of masks, social distancing and business closures in reducing the virus' spread. "We agree that the county should enforce reasonable mitigation measures that have been scientifically proven, but we debate whether the COVID-19 mitigation measures are appropriate," he said during the opening statement of the multiday evidentiary hearing in state court that started on Wednesday, Jan. 27, 2021. The health department is asking the Allegheny County Court of Common Pleas to enforce its efforts to shut down The Crack'd Egg and its parent company The Cracked Egg LLC until it complies with state directives for customers and employees to wear face coverings when they aren't seated and eating, along with capacity limits between 25% and 50% of its normal occupancy. Judge John McVay had called the evidentiary hearing to weigh the county's request for an emergency injunction against the restaurant. "No other facility in Allegheny County has so deliberately or for so long placed the public at risk of COVID-19," said Vijyalakshmi Patel, representing the health department, in her opening statement. "It chooses not to comply simply because it doesn't approve of the order or the science behind it." The restaurant is contesting the validity of the state orders the county wants to enforce, and though its briefs have focused on whether the orders should have gone through the state legislature or a regulatory rulemaking process, much of Wednesday's questioning was directed toward whether masks work. Mr. Cooney pressed Dr. Brink on if there was a significant disagreement in the scientific community over mask orders, pointing to guidance from the Centers for Disease Control and Prevention and the World Health Organization, and the county's own press releases from early in the pandemic that didn't emphasize masks. But Judge McVay cut in to note that he knew guidance had changed and evolved as the pandemic spread and was studied. Dr. Brink defended masks as preventing people with the virus -- particularly those who were not showing symptoms yet -- from spreading it via their breath, coughing, sneezing, talking, singing or yelling. Mr. Cooney also asked Dr. Brink if she knew about the Great Barrington Declaration, a controversial proposal by the American Institute for Economic Research that advocated for lifting COVID-19-related restrictions for all but the most vulnerable people and letting the rest of the population develop "herd immunity." "There's not a debate within the epidemiological community. I believe it's been biologically understood for hundreds of years that basic surgical masks prevent people from taking the bacteria and viruses in their mouths and projecting them into their environment," Dr. Brink said, pointing to studies in countries with greater mask adoption that found a sevenfold decrease in infections. "It's a barrier, like a sneeze guard on a salad bar. It makes biological sense to me." Health department inspectors, acting on complaints that The Crack'd Egg had been operating without requiring employees or customers to wear masks or adhere to occupancy limits, had issued an order revoking the restaurant's health department permit to operate in August. But the business stayed open, testified Amanda Mator, operations manager for the department's food safety program. The county sued in September, but the restaurant tried to remove the case to federal court and filed a countersuit over the constitutionality of the orders. The Cracked Egg LLC filed for Chapter 11 bankruptcy in October and remained open, but a bankruptcy court judge lifted the automatic stay on litigation for the county's enforcement lawsuit and remanded it to state court on Jan. 7. Dr. Brink said the county's case investigators had traced 11 "outbreaks" of COVID-19 to bars, restaurants and catered events since the beginning of the pandemic, though under cross-examination from Cooney, she said none had been directly linked to The Crack'd Egg. A large number of coronavirus tests returned positive results during the summer, when Pennsylvania's restrictions were at their most relaxed and many people returned to bars and restaurants, Dr. Brink noted. Restaurants posed a greater risk of spreading the coronavirus because patrons are going unmasked while eating and sitting in close proximity to one another, but orders limiting capacity and requiring face coverings for staff and patrons away from their tables represented a "compromise" to allow restaurants to partially reopen for in-person dining, Dr. Brink said. Mr. Cooney asked if it was possible that patients were wrong about contracting the virus at bars and restaurants, and Dr. Brink admitted that there was no oath or affidavit that said their reports to the county's investigators were true. But she added that many people hung up on the county's investigators were unlikely to self-report if they were patronizing an establishment in open defiance of mitigation measures. Judge McVay said testimony would continue on Thursday and Friday, though he encouraged the parties to trim down their list of multiple restaurant owners who had planned to speak. The Allegheny County Health Department is represented in-house by Vijyalakshmi Patel, Michael Parker and Jeffrey Bailey. The Cracked Egg LLC is represented by James R. Cooney, Robert O. Lampl, Sy O. Lampl, Alexander L. Holmquist and Ryan J. Cooney of Robert O. Lampl Law Office, and Dennis M. Blackwell of The Blackwell Law Firm. The case is County of Allegheny v. The Cracked Egg LLC, case number GD-20-009809, in the Court of Common Pleas for Allegheny County, Pennsylvania. About The Cracked Egg The Cracked Egg LLC is a family-owned culinary-driven gourmet eatery in Brentwood, Pennsylvania that serves breakfast and lunch. Cracked Egg filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 20-22889) on Oct. 9, 2020. In the petition signed by Kimberly Waigand, the owner, the Debtor was estimated to have less than $50,000 in assets and $100,000 to $500,000 in liabilities. Robert O Lampl Law Office and BeanCounters Tax and Accounting Services serve as the Debtor's legal counsel and accountant, respectively. CRED INC: March 9 Plan Confirmation Hearing Set ----------------------------------------------- Cred Inc. and its Subsidiaries filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving, on an interim basis, the Disclosure Statement. On Jan. 21, 2021, Judge John T. Dorsey granted the motion and ordered that: * The Disclosure Statement is approved on an interim basis. * March 1, 2021, is fixed as the last day to deliver each Ballot to the Voting Agent to be counted as a vote to accept or reject the Plan. * March 1, 2021, is fixed as the last day to deliver each Opt Out Election Form to the Voting Agent to be counted as an election to opt-out of the third-party releases in Plan. * March 9, 2021, at 2:00 p.m. is the hearing on final approval of the Disclosure Statement and confirmation of the Plan. * March 1, 2021, is fixed as the last day to file objections or responses to final approval of the Disclosure Statement or confirmation of the Plan. * Objections to final approval of the Disclosure Statement or confirmation of the Plan that are not timely filed, served, and actually received shall not be considered and shall be deemed overruled. * The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. Proposed Co-Counsel to the Debtors: PAUL HASTINGS LLP James T. Grogan Mack Wilson 600 Travis Street, Fifty-Eighth Floor Houston, Texas 77002 Telephone: (713) 860-7300 Facsimile: (713) 353-3100 E-mail: jamesgrogan@paulhastings.com mackwilson@paulhastings.com - and - PAUL HASTINGS LLP G. Alexander Bongartz Derek Cash 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 E-mail: alexbongartz@paulhastings.com derekcash@paulhastings.com - and - COUSINS LAW LLC Scott D. Cousins Brandywine Plaza West 1521 Concord Pike, Suite 301 Wilmington, Delaware Telephone: (302) 824-7081 Facsimile: (302) 295-0331 E-mail: scott.cousins@cousins-law.com About Cred Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc., is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3, 2020. CRED INC: Recovery for Small Unsecureds Cut to 20% in Plan ---------------------------------------------------------- Cred Inc. and its Subsidiaries filed a First Amended Combined Joint Plan of Liquidation and Disclosure Statement dated January 21, 2021. The First Amended Combined Joint Plan and Disclosure Statement discusses the appointment of Robert J. Stark as the Examiner in the Chapter 11 Cases by the U.S. Trustee on January 7, 2021. In his role as the Examiner, Mr. Stark is investigating allegations of fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity in the Debtors' management, and will, as soon as practicable, file a written report that will be made available on the Docket in these Chapter 11 Cases. On Nov. 25, 2020, UpgradeYa Investments, LLC, filed the Lift Stay Motion, seeking relief from the automatic stay to permit it to pursue remedies in connection with certain bitcoin it transferred to the Debtors. The Debtors and the Committee filed objections to the Lift Stay Motion. On Jan. 6, 2021, the Bankruptcy Court held an evidentiary hearing on the Lift Stay Motion. At the conclusion of the Jan. 6, 2021 hearing, the Bankruptcy Court took the matter under advisement and ordered UpgradeYa to file further briefing regarding whether the remedy it seeks -- authority to bring potential litigation claims against third parties -- implicates property of the Debtors' estates on or before Jan. 21, 2021, with reply briefs due on or before Feb. 4, 2021, and responses to any reply briefing due on or before Feb. 11, 2021. Class 4 General Unsecured Claims are projected to reach $170.9 million and its percentage recovery under the Plan are still "unknown", according to the Amended Disclosure Statement. Unsecured creditors will receive either a cash payment equal to the holder's pro-rata share of Net Distributable Assets; or with respect to any such holder that makes a Cryptocurrency Election, an Equivalent Cryptocurrency Distribution. Class 4 is impaired under the Plan. General unsecured claims classified as convenience claims (Claims $1,000 or less) in Class 5 will total $500,000 and holders of these claims will recover 20% of their claims. In the prior iteration of the Plan, general unsecured claims classified as convenience claims (Claims $1,000 or less) in Class 5 will total $500,000 and holders of these claims will recover 50% of their claims. A copy of the Amended Disclosure Statement dated Jan. 21, 2021, from claims agent Donlin Recano is available at https://bit.ly/3r8Hg2c Proposed Co-Counsel to the Debtors: PAUL HASTINGS LLP James T. Grogan Mack Wilson 600 Travis Street, Fifty-Eighth Floor Houston, Texas 77002 Telephone: (713) 860-7300 Facsimile: (713) 353-3100 E-mail: jamesgrogan@paulhastings.com mackwilson@paulhastings.com - and - PAUL HASTINGS LLP G. Alexander Bongartz Derek Cash 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 E-mail: alexbongartz@paulhastings.com derekcash@paulhastings.com - and - COUSINS LAW LLC Scott D. Cousins Brandywine Plaza West 1521 Concord Pike, Suite 301 Wilmington, Delaware Telephone: (302) 824-7081 Facsimile: (302) 295-0331 E-mail: scott.cousins@cousins-law.com About Cred Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc., is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3, 2020. CYRIL FULTON: Feb. 24 Hearing on Trustee's Naples Condo Unit Sale ----------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida will convene a telephonic hearing on Feb. 24, 2021, at 11:00 a.m., to consider the proposed private sale by John Young, of the firm of BDO Northern Ireland, the duly appointed trustee of the bankruptcy estate of Cyril Fulton, of the condominium unit located at 9566 Gulf Shore Drive, Unit 201, in Naples, Collier County, Florida, to Michael M. Barlow and Ruth E. Barlow for $1,187,500, subject to higher and better offers. Judge Delano will enter an Order Establishing Procedures for Video Hearings and Registration Link to Appear via Zoom for parties that want to appear by Zoom or any interested party may participate via CourtCall by calling 866-582-6878. A copy of the Contract is available at https://bit.ly/35Lkeq3 from PacerMonitor.com free of charge. The bankruptcy case is In re: Cyril Fulton, (Bankr. M.D. Fla. Case No. 2:20-bk-08940-FMD). On Sept. 11, 2018, John Young of the firm of BDO Northern Ireland was appointed as the trustee of the bankruptcy estate of the Debtor. On Jan. 11, 2021, the Court recognized the foreign main proceeding. CYTODYN INC: Signs Warrant Exercise Inducement Agreements --------------------------------------------------------- CytoDyn Inc. entered into warrant exercise inducement agreements with certain substantial holders of outstanding warrants to purchase an aggregate of 3,560,550 shares of Common Stock. The Exercise Warrants had exercise prices ranging from $0.45 to $0.75 per share and were issued in various financing transactions between November 2017 and December 2019, expiring five years from their respective dates of issuance. Pursuant to the Exercise Agreements, as an inducement to exercise the Exercise Warrants immediately for cash, the Company and the holders agreed to negotiated exercise prices ranging from $0.90 to $1.50 per share, and the Company agreed to issue to each Exercise Warrant holder upon exercise an additional four-tenths of a share of Common Stock for each share of Common Stock underlying the Exercise Warrants. In the aggregate, 3,560,550 shares of Common Stock, which includes the 2,543,250 Warrant Shares and 1,017,300 Additional Shares, will be issued in these transactions for aggregate gross proceeds to the Company of approximately $2.9 million, less expenses and the cash fee payable to Paulson Investment Company, LLC. Final settlements closed on Jan. 28, 2021. In connection with the Exercise Agreements, the Company entered into a Soliciting Agent Agreement with Paulson, pursuant to which Paulson assisted the Company as its exclusive soliciting agent in connection with the exercise of the Exercise Warrants. Company will pay to Paulson, as compensation for the services provided, a cash commission equal to four and one-half percent of the gross proceeds received by the Company from the Exercise Agreements. A total of 1,813,250 of the shares of Common Stock issuable upon exercise of the Warrants will be sold pursuant to the Company's Registration Statement on Form S-3 (File No. 333-223195), declared effective on March 7, 2018, including the prospectus supplement dated March 7, 2018 thereunder. The remaining 1,747,300 shares issuable upon exercise of the Warrants, as well as all of the Additional Shares, will be sold to accredited investors in reliance upon the exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended. The Company has also previously filed Registration Statements on Form S-3 (File Nos. 333-223563 and 333-228991) to register the resale of certain shares of common stock underlying the Exercise Warrants under the Securities Act. Holders who are named as selling stockholders in the Resale Registration Statements may sell their Warrant Shares listed therein in accordance with the resale provisions set forth in the "Plan of Distribution" section of the Resale Registration Statement prospectus. The Additional Shares to be issued will be "restricted securities" under the Securities Act upon issuance to the holder. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. CytoDyn reported a net loss of $124.40 million for the year ended May 31, 2020, compared to a net loss of $56.19 million for the year ended May 31, 2019. As of Nov. 30, 2020, the Company had $143.76 million in total assets, $150.29 million in total liabilities, and a total stockholders' deficit of $6.53 million. Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Aug. 14, 2020, citing that the Company incurred a net loss for the year ended May 31, 2020 and has an accumulated deficit of approximately $354,711,000 through May 31, 2020, which raises substantial doubt about its ability to continue as a going concern. DESERT OASIS: Trustee to Seek Plan Approval on March 11 ------------------------------------------------------- A Chapter 11 Plan of Reorganization and a Disclosure Statement for debtors Desert Oasis Apartments, LLC ("DOA") and Desert Oasis Investments, LLC ("DOI") have been proposed by Kavita Gupta, the Chapter 11 Trustee. The Court has conditionally approved the Disclosure Statement. A hearing to consider confirmation of the Plan is scheduled for March 11, 2021. As of Dec. 31, 2020, the Trustee held $9,286,548 to pay creditors of DOA and $339,506 to pay creditors of DOI. The Trustee does not anticipate any significant additional recoveries that would augment the funds available to pay DOA or DOI's creditors. The Plan does not seek to substantively consolidate the DOA and DOI Estates, which means that assets of the DOA Estate will be used only to pay DOA's creditors, and assets of the DOI Estate will only be used to pay DOI's creditors. The Plan provides for the avoidance of a lien held by the Gonzales Trust and treatment of its claim as an unsecured creditor of both DOA and DOI. With respect to claims against DOA, the priority and amounts paid to creditors will depend on whether a so-called "Reversal Event" occurs. This is because the Gonzales Trust has asserted that it is entitled to priority over Northern Trust. Although the Bankruptcy Court has entered a judgment in Northern Trust's favor determining that Northern Trust's liens and claims are senior to the Gonzales Trust, the Gonzales Trust has appealed that judgment, and the Gonzales Trust's appeal remains pending. Hence, the Plan is structured to accommodate both the possibility that the Bankruptcy Court's judgment is affirmed, and the possibility that the Bankruptcy Court's judgment is reversed and it is determined that the Gonzales Trust has priority over Northern Trust. Prior to filing this Disclosure Statement, Northern Trust's secured claim was paid in full, except for its residual secured claim for attorney's fees and costs accruing after June 30, 2020. Hence, if no Reversal Event occurs (i.e., Northern Trust retains its priority over the Gonzales Trust), Northern Trust's remaining attorney's fees claim will be paid in full. The Gonzales Trust will receive a pro rata distribution along with any other allowed general unsecured claims of funds remaining after payment of Northern Trust's claim for attorney's fees and costs, expenses of administering the DOA Estate after the Plan is confirmed, and payment of allowed Chapter 11 administrative and any priority claims. Similarly, if it is allowed and determined not to be subordinated, the Desert Land, LLC ("DL") claim will also receive a pro rata distribution of funds available for distribution to general unsecured creditors. However, if a Reversal Event occurs, the priority of the Gonzales Trust's claim against DOA and Northern Trust's rights will be determined in the judgments and/or orders causing the Reversal Event to come into effect. The Plan, however, does not in any way purport to predetermine what the Gonzales Trust and Northern Trust's respective rights will be. Those issues will be resolved in the on-going litigation between the Gonzales Trust and Northern Trust. But because both the Gonzales Trust (based on the priority determination if a Reversal Event occurs) and Northern Trust (based on its lien rights) would be senior to DL's general unsecured claim, no distribution will be made on account of the DL claim. Any funds reserved to make a pro rata distribution on account of the DL claim pending the conclusion the priority dispute litigation between Northern Trust and the Gonzales Trust, and any other funds remaining in the DOA Estate (less the final expenses of administering the DOA Estate post-confirmation, administrative and priority claims) will be disbursed to the Gonzales Trust. The Plan contemplates that the Trustee will make a $5 million initial distribution to the Gonzales Trust out of the DOA Estate within 15 days after the Plan becomes effective. If no Reversal Event occurs, and the DL claim is allowed and determined not to be subordinated, DL will receive a "catch-up" distribution of the same percentage dividend paid to the Gonzales Trust after the priority dispute between Northern Trust and the Gonzales Trust has been fully resolved. Thereafter, the DL claim will share pro rata with the Gonzales Trust all funds remaining in the DOA Estate after payment of Northern Trust's claim for attorney's fees and costs, expenses of administering the DOA Estate after the Plan is confirmed, and payment of allowed Chapter 11 administrative and any priority claims. The Disbursing Agent will make distributions required under the Plan out of cash on hand in the DOA Estate and DOI Estate, as applicable. A full-text copy of the Disclosure Statement dated Jan. 25, 2021, is available at https://bit.ly/2YlTR5N from PacerMonitor.com at no charge. Counsel for Chapter 11 Trustee Kavita Gupta: Kevin W. Coleman Christopher H. Hart NUTI HART LLP 411 30TH Street, Suite 408 Oakland, CA 94609-3311 Telephone: 510-506-7152 E-mail: kcoleman@nutihart.com chart@nutihart.com Talitha Gray Kozlowski GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Telephone: 725-777-3000 E-mail: tgray@gtg.legal About Desert Oasis Apartments Desert Oasis Apartments LLC owns a garden-style apartment complex situated across the boulevard from the Mandalay Bay Resort. The apartment complex is valued at least $6,500,000. Secured creditor Wells Fargo set a trustee's sale on the apartment complex for May 11, 2011, but Desert Oasis sought bankruptcy protection (Bankr. D. Nev. Case No. 11-17208) the day before the sale. The Company disclosed $18,067,242 in assets and $20,291,316 in liabilities as of the Chapter 11 filing. Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as the Debtor's bankruptcy counsel. DGWB VENTURES: Seeks Court Approval to Tap Bankruptcy Counsel ------------------------------------------------------------- DGWB Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Snell & Wilmer LLP as its general bankruptcy counsel. The firm will render these legal services: (a) Advise the Debtor regarding the requirements pertaining to administration of the Debtor's bankruptcy estate; (b) Advise and represent the Debtor concerning its rights and remedies in regard to the assets of the estate; (c) Prepare court papers as may be necessary in connection with the administration of the estate; (d) Represent the Debtor in any proceeding or hearing in court; (e) Attend meetings and negotiate with creditors and other parties-in-interest; (f) Assist in the preservation and protection of the estate by prosecuting and defending actions commenced by or against the Debtor; (g) Analyze and prepare objections to proofs of claim filed against the estate, if necessary; (h) Conduct examinations of witnesses, claimants or other adverse or third parties; (i) Negotiate, formulate, and draft any plan of reorganization or liquidation and corresponding disclosure statements, and advise and assist the Debtor; (j) Advise and represent the Debtor in connection with its investigations of potential causes of action against persons or entities; and (k) Render such other advice and services as typically may be rendered by counsel for a debtor in a Chapter 11 case. The firm has agreed to provide the Debtor a discount of 10 percent on the hourly rates of its professionals and paraprofessionals for the year 2021. The firm's professionals will be compensated as follows: Michael B. Reynolds $729 per hour Andrew B. Still $441 per hour In addition, the firm will seek reimbursement for expenses. Jon Gothold, the Debtor's owner and manager and a former client of the firm, paid to the firm a retainer in the amount of $150,000. Prior to the petition date, the firm incurred fees and expenses in the amount of $40,480.50, leaving a balance of $109,519.50 as of the petition date. Michael Reynolds, Esq., a partner at Snell & Wilmer, disclosed in court filings that the firm and its attorneys are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael B. Reynolds, Esq. Snell & Wilmer LLP 600 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Telephone: (714) 427-7000 Facsimile: (714) 427-7799 Email: mreynolds@swlaw.com About DGWB Ventures DGWB Ventures, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of fee simple title to a property located at 217 N Main St Santa Ana, California having an appraised value of $7.3 million. DGWB Ventures filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10017) on Jan. 6, 2021. Jon Ernest Gothold, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $8,227,212 and total liabilities of $4,865,714. Judge Theodor C. Albert oversees the case. Snell & Wilmer LLP serves as the Debtor's counsel. DIAMOND SPORTS: May Need Help of Parent to Address $8-Bil. Debt --------------------------------------------------------------- Katherine Doherty of Bloomberg News reports that Diamond Sports Holdings LLC may need an assist from its parent to keep up with nearly $8 billion of borrowings as it works through disruption of sporting events during the pandemic. "Something has to happen to address the capital structure between now and when the debt comes due," Rose Oberman, who follows Diamond for S&P Global Ratings, said in an interview. The maturities don't come until 2026, but cash is thin, carriers are canceling and Diamond's capital structure is unsustainable, potentially putting the business on the path to a restructuring, Oberman wrote in a Jan. 27, 2021 report. Sinclair bought Diamond Sports from Disney in 2019 for $9.6 billion and financed the deal with junk bonds, only to see them slump to distressed levels amid slow progress on getting carriers locked in, according to Bloomberg. Bloomberg notes that more damage piled up when the Covid-19 pandemic temporarily halted most live sports, leaving almost no games for its 23 networks to televise. Diamond's portfolio of broadcast rights includes Major League Baseball, the National Basketball Association, and the National Hockey League. In October, Hulu LLC dropped regional sports coverage provided by Diamond Sports. About Diamond Sports Headquartered in Hunt Valley, Maryland, Diamond Sports Group, LLC, was formed on March 11, 2019 and is the entity through which Sinclair Broadcast Group, Inc executed the acquisition of the RSNs. Diamond owns and operates 22 RSNs that broadcast NBA, NHL and MLB games on pay-TV platforms. About Sinclair Broadcast Group Sinclair Broadcast Group (NASDAQ: SBGI) is a diversified media company and leading provider of local sports and news. The Company owns and/or operates 23 regional sports network brands; owns, operates and/or provides services to 191 television stations in 89 markets; is a leading local news provider in the country; owns multiple national networks; and has TV stations affiliated with all the major broadcast networks. Sinclair's content is delivered via multiple platforms, including over-the-air, multi-channel video program distributors, and digital platforms. On the Web: http://www.sbgi.net/ EADS LLC: Seeks to Hire Stewart Law Firm as Bankruptcy Counsel -------------------------------------------------------------- EADS, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ The Stewart Law Firm, PLLC as its legal counsel. The firm's counsel and staff will be paid on below hourly rates: Dawn C. Stewart $325 Legal Assistants $120 In addition, the firm will seek reimbursement for its expenses. A retainer in the amount of $3,462, plus $1,738 for the court's filing fee, was paid. The firm used $2,990 for pre-petition bankruptcy services, leaving a balance of $472. Dawn Stewart, Esq., a managing member at The Stewart Law Firm, disclosed in court filings that the firm and its members are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dawn C. Stewart, Esq. The Stewart Law Firm, PLLC 1600 N. Oak St., Suite 1216 Arlington, VA 22209 Telephone: (202) 276-9264 Facsimile: (202) 521-0616 Email: dstewart@thestewartlawfirm.com About EADS LLC EADS, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). EADS filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 20-00480) on Dec. 17, 2020. Delores Johnson, manager, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the case. The Stewart Law Firm, PLLC serves as the Debtor's legal counsel. EAGLE PCO: Seeks Approval to Hire Special Litigation Counsel ------------------------------------------------------------ Eagle PCO LLC and Eagle Pressure Control LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges, LLP as special litigation counsel. Porter Hedges will render these legal services: (a) Defend any tort claims that may be filed against the Debtors' estate related to the January 29, 2020 explosion at the Daniel H. Wendland 1H oil well in Burleson County, Texas; (b) Advise the Debtors as to any potential insurance coverage disputes; and (c) Assist the Debtors in its ongoing, regular business activities where specialized legal advice is needed. At the petition date, the firm was owed $3,039.520 by the Debtors. The hourly rates of the firm's professionals are as follows: Brad M. Whalen, Partner $575 Katherine A. Wade, Partner $475 In addition, the firm will seek reimbursement for its expenses. Brad Whalen, Esq., a partner at Porter Hedges, disclosed in court filings that firm and its members are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brad M. Whalen, Esq. Porter Hedges, LLP 1000 Main Street, 36th Floor Houston, TX 77002-6341 Telephone: (713) 266-6000 Facsimile: (713) 626-1386 About Eagle PCO LLC Eagle PCO LLC and Eagle Pressure Control LLC sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 20-35474 and 20-35475) on Nov. 6, 2020. Eagle PCO was estimated to have $1 million to $10 million in assets and liabilities. Eagle Pressure was estimated to have less than $50,000 in assets and at least $1 million in liabilities. Judge Eduardo V. Rodriguez is the case judge. The Debtors tapped Pendergraft & Simon LLP, led by Leonard Simon, Esq., as legal counsel and Porter Hedges, LLP as special litigation counsel. EBONY MEDIA: Automatic Stay Inapplicable to CVG, Gibson and Burnett ------------------------------------------------------------------- Judge Vernon S. Broderick of the United States District Court for the Southern District of New York held that the automatic stay only applies to Defendant Ebony Media Operations, LLC, and not to Defendants CVG Group, LLC, Michael Gibson, and Elizabeth Burnett. On On August 19, 2020, the Defendants informed the Court that Defendant Ebony Media Operations, LLC ("Ebony") and Ebony Media Holdings, LLC are the subject of Involuntary Petitions under Chapter 7 of the Bankruptcy Act in the Southern District of Texas Bankruptcy Court. The Court then granted a stay of the proceedings for the shorter of 45 days, or until a decision was made in the Bankruptcy Court on the motion to dismiss the Chapter 7 Bankruptcy involving Ebony. The Court later on directed an extension of the stay in case the Bankruptcy Court "had opportunity to render a decision on the extent of the stay imposed under 11 U.S.C. Section 362(a)." Plaintiffs Joshue David Mardice, Jasmine Washington, Juan Miranda, Preston Norman, Christina Santi, Sandeep Singh and Ricky Turner, on behalf of themselves and others similarly situated, filed a motion asking the Court to either lift the stay of discovery against all Defendants, or, at minimum, allow the action to proceed against the Non-Debtor Defendants, to whom Plaintiffs aver the automatic stay has never applied. Plaintiffs claim that "the bankruptcy court ha[d] lifted the automatic stay against Ebony under 11 U.S.C. Section 362(a)." In support of this proposition, Plaintiffs rely on a December 9, 2020 Order by the Bankruptcy Court that states, in relevant part, "Modification of Automatic Stay. The automatic stay of section 362 of the Bankruptcy Code is hereby modified and vacated to the extent necessary to permit the Debtors and Lender to accomplish the transactions contemplated by this Final Order." Defendants contend that Plaintiffs misconstrue the Bankruptcy Court's December 9, 2020 Order as a general order to lift the automatic stay, when the quoted language is "a routine provision present in every similar order in every bankruptcy case involving debtor-in-possession financing to enable the Lender and the Debtor to execute and file various documents relating solely to the financing, that if filed without the modification language in paragraph 19, would technically violate the automatic stay." Defendants assert that the stay was not lifted except for this limited purpose, and that, in fact, Plaintiffs have not filed for relief from the stay before the Bankruptcy Court. Defendants maintain that Plaintiffs should first ask the Bankruptcy Court for relief from the stay before proceeding in the instant action. Judge Broderick held that "until one of the parties seeks and the Bankruptcy Court renders a decision on whether to grant relief from the automatic stay imposed pursuant to section 362(d), adjudication of the matter before me would be inappropriate. Here, it appears that no such petition to the Bankruptcy Court for relief from the stay has been sought. Moreover, Plaintiffs' reference to the Bankruptcy Court's December 9, 2020 Order is unavailing. It is clear from the face of the quoted language that the Order merely modifies the automatic stay for the narrow purpose of allowing the debtors to obtain Debtor-in-Possession financing... but does not vacate the automatic stay in its entirety. Until the Bankruptcy Court grants relief from the automatic stay or the stay lapses, I decline to waive the automatic stay in this case and allow discovery to proceed against Defendant Ebony." Defendants' argument that the stay should be extended to the three Non-debtor Defendants was based in part on the facts outlined in a letter from bankruptcy counsel for Ebony in the pending Chapter 11 case, which stated, among others, that "CVG Group owns 80% of the LLC interest in Ebony Media Holdings, LLC. Ebony Media Holdings, LLC, in turn, owns 100% of the LLC interest in Ebony Media Operations, LLC. The membership interests of CVG Group are owned 50/50 by Michael Gibson and Willard Jackson." Defendants argued that because "the Company Agreements for each of the DIPs contains indemnification provisions in favor of the directors," including Defendant Michael Gibson, "a judgment against him would result in a claim against the DIPs." Defendants averred that Defendant Burnett "was merely an employee acting in the course and scope of her duties, and any judgment against her would result in a claim based on contribution or indemnity against the Debtors." Defendants argued further that "the automatic stay would also apply to CVG Group, because a claim against CVG Group is, in effect, a claim against the Director Defendant, who is an owner of CVG Group. A judgment against CVG Group would undoubtedly end up with a claim for contribution and/or indemnity by CVG Group against the DIPs." "I find Defendants' evidence insufficient to support an extension of the stay to individual Defendants Gibson and Burnett. Defendants Burnett and Gibson have not established that their liability would be derivative of their status as 'Vice President of Operations at CVG and the head of Human Resources at Ebony Media,'.... and 'Co-Founder & Chairman of CVG and the Chairman of Ebony,'... respectively... Rather, the allegations against Defendant Gibson and Burnett are based upon actions taken in their individual capacity as employers of Plaintiffs, including 'exercising [their] power to hire, fire, discipline, and promote Plaintiffs and all similarly situated persons,'... that is, the very factors used by courts in this Circuit 'in determining whether an employment relationship exists for purposes of the FLSA'... Plaintiffs thus seek to hold each of the individual Defendants directly liable as joint employers under FLSA on the basis of their personal actions... making this the very kind of case to which an extension of an automatic stay is not applicable," explained Judge Broderick. "Nor have Defendants otherwise justified an extension of the stay by showing that continuation of this action against the individual Defendants would 'seriously threaten resolution of the Debtor's bankruptcy proceeding' or that judgments against either of them 'would create an immediate adverse consequence for the Debtor'... Although Defendants assert that Defendants Burnett and Gibson would seek indemnification from Defendant Ebony, they do not produce evidence of the individual Defendants' indemnification agreements with Defendant Ebony, and, in any case, the possibility that the individual Defendants would be indemnified by Defendant Ebony alone is insufficient grounds for extension of the automatic stay," Judge Broderick further explained. The case is JOSHUE DAVID MARDICE, JASMINE WASHINGTON, JUAN MIRANDA, PRESTON NORMAN, CHRISTINA SANTI, SANDEEP SINGH and RICKEY TURNER, on behalf of themselves and others similarly situated, Plaintiffs, v. EBONY MEDIA OPERATIONS, LLC, CVG GROUP, LLC, MICHAEL GIBSON, and ELIZABETH BURNETT, Defendants, Case No. 19-CV-8910 (S.D.N.Y.). A full-text copy of the Opinion & Order, dated January 15, 2021, is available at https://tinyurl.com/y69ptdoq from Leagle.com. Joshue David Mardice, Jasmine Washington, Juan Miranda, Preston Norman, Christina Santi, Sandeep Singh and Ricky Turner are represented by: Alex Jeffrey Hartzband, Esq. Patrick Joseph Collopy, Esq. Innessa Melamed Huot, Esq. FARUQI & FARUQI, LLP 685 Third Avenue 26th Floor New York, NY 10017 Tel: (212) 983-9330 Email: ahartzband@faruqilaw.com pcollopy@faruqilaw.com ihuot@faruqilaw.com Ebony Media Operations, LLC, CVG Group, LLC, Michael Gibson, and Elizabeth Burnett are represented by: Jeffrey Paul Englander, Esq. Christopher Whiton Pendleton, Esq. MORRISON COHEN, LLP 909 Third Avenue New York, NY 10022-4784 Tel: (212) 735-8600 Email: jenglander@morrisoncohen.com cpendleton@morrisoncohen.com About Ebony Media Ebony Media Holdings LLC is the publisher of Black cultural magazines Ebony and Jet. Creditors Parkview Capital Credit Inc. and David M. Abner & Associates, Plum Studio filed involuntary Chapter 7 petitions against Ebony Media Operations, LLC, and Ebony Media Holdings LLC (Bankr. S.D. Tex. Case No. 20-33665 and 20-33667) on July 23, 2020. The court on Sept. 3, 2020, entered an order approving a stipulation signed by the Debtors and the petitioners to an entry of order for relief in the bankruptcy cases and the conversion of the cases to cases under Chapter 11 of the Bankruptcy Code. Judge David R. Jones oversees the cases. The Debtors tapped Pendergraft & Simon, LLP as their legal counsel; FTI Capital Advisors, LLC as investment banker; and Doeren Mayhew, PC as tax accountant. ELDERHOME LAND: Seeks Court Approval to Tap Bankruptcy Counsel -------------------------------------------------------------- ElderHome Land, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA as its legal counsel. The law firm will render these legal services: (a) Prepare and file the petition, schedules, statement of affairs and other documents required by the court. (b) Represent the Debtor at the initial debtor interview and meeting of creditors. (c) Counsel the Debtor in connection with the formulation, negotiation and promulgation of plans of reorganization and related documents. (d) Advise and assist the Debtor in the negotiation and documentation of financing agreements, debt restructurings and related transactions. (e) Review the validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens. (f) Prepare all legal documents, and review all financial and other reports to be filed in this Chapter 11 case; (g) Perform all other legal services for the Debtor in connection with this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Partners $350 Associates $325 Paralegal $105 Steven Goldberg, Esq., a principal at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven L. Goldberg, Esq. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 Email: sgoldberg@mhlawyers.com About ElderHome Land ElderHome Land LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101 (51B)). ElderHome Land filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10492) on Jan. 25, 2021. Thomas Norris, president, signed the petition. At the time of the filing, the Debtor disclosed total assets of $8,190,185 and total liabilities of $4,194,163. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA serves as the Debtor's legal counsel. ENERGY SAVING: US Trustee Still Objects to Amended Disclosures -------------------------------------------------------------- Nancy J. Gargula, the United States Trustee for Region 10, objects to the Amended Disclosure Statement and Amended Plan of Reorganization filed by Debtor Energy Saving Solutions, Inc. dated Dec. 18, 2020. The first Disclosure Statement and Plan filed by the Debtor resulted in an objection by the U.S. Trustee, in part, due to the manner in which the Debtor was using estate funds to make payments for various expenses. Unfortunately, questions remain concerning the expenses being paid by Debtor. These questions concern payments made to or for the benefit of the insider, Mr. Johnson. The U.S. Trustee further asserts that: * The Disclosure Statement and Plan fail to contain any projections. Whether the Debtor is able to make the proposed plan payments is an essential element of plan confirmation. * The Disclosure Statement fails to advise the parties in interest that the Plan violates the absolute priority rule as set forth in 11 U.S.C. Sec. 1129(b)(2)(B) in that the sole owner of the Debtor, Jerald Johnson, is retaining his full interest in the reorganized Debtor despite higher priority classes, the unsecured creditors, failing to receive 100% of their claim. * The Disclosure Statement fails to advise the parties in interest that the Debtor's liquidation analysis reflects that the unsecured creditors will only receive a distribution of $67,968, or a total of 10% of their claims, under Debtor's Plan. Under a chapter 7 liquidation, unsecured creditors would receive a distribution of $97,81. * The liquidation analysis includes a secured claim amount of $64,408.80 but yet the Disclosure Statement reflects that the secured claim amount is $43,307. If the accounts were liquidated, the amount required to pay would apparently be $43,307, not $64,409. * For the months of September through November 2020, the monthly operating reports reflect that Debtor has paid Mr. Johnson $34,299 in "Expense Reimb" without any supporting documentation being provided. Mr. Johnson, in addition to the reimbursements in November, was paid salary payments totaling $6,461. * The Debtor paid an invoice to the University of Illinois "Vet Hospital" in the amount of $2,000. Similar questionable expenses include an expenditure to Kairui Spa in the amount of $40 on November 2, 2020. Had these expenditures not been made, there would have been more funds available for distribution to the corporate Debtor's creditors which reflects that the Plan is not proposed in good faith in violation of 11 U.S.C. Sec. 1129(a)(3). A full-text copy of the U.S. Trustee's objection dated Jan. 21, 2021, is available at https://bit.ly/3ot2l5Y from PacerMonitor.com at no charge. The U.S. Trustee is represented by: Mark D. Skaggs, ARDC No.: 6210087 United States Department of Justice Office of the United States Trustee 401 Main Street, Suite 1100 Peoria, IL 61602 Phone: (309) 671-7854, ext. 226 Mobile: (202) 495-9571 E-mail: Mark.D.Skaggs@usdoj.gov About Energy Saving Solutions Energy Saving Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 20-70352) on March 12, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Mary P. Gorman oversees the case. Andrew D. Bourey, Esq., at Bourey Law Offices, is the Debtor's legal counsel. EXACTUS INC: Reduces Debt by $1.25 Million & Settles Claims ----------------------------------------------------------- Exactus, Inc., provides a series of announcements including 1) overall debt reduction of approximately $1,250,000; 2) settlement of outstanding claims for license and consulting fees; 3) termination of Ceed2Med affiliation & Series E Preferred Stock cancelation; and 4) conversion of Series A, Series B-1, Series B-2, and Series D Preferred. The Company said that as it continues its restructuring process, it has dramatically cut costs, improved operational capabilities, built its digital sales infrastructure Marketing Automation & Sales System, entered into a manufacturing agreement, launched its private label division, and settled the majority of its liabilities and claims. Executive Chairman of the Board, Larry Wert commented, "Since the initiation of the restructuring process, the company has worked hard to improve our path to grow shareholder value. We have significantly cleaned up our balance sheet and resolved several issues and obligations as we continue to operate. The company is exploring several opportunities both in and outside the CBD sector. We anticipate that we will have more exciting news in the near future as we are engaged in various growth initiatives." The Company took these additional steps as part of its previously announced efforts to reduce operating costs and streamline operations in order to position the Company for future acquisitions. 1) Following an extensive review, the Company's outstanding payables and obligations were reduced as follows: Approximately $1,250,000 in liabilities and payables were eliminated consisting of approximately $575,000 in liabilities previously recorded on the balance sheet for payment to a licensor for Fibrilizer and Matrilizer technology; in addition, liabilities associated to consultants, unpaid loans, advances, bonuses and compensation payable to management of the Company were converted into shares of common stock. 2) KDI Innoviation Ltd./Dr. Krassen Dimitrov Arbitration Settlement and Release: Dr. Krassen stated "I am pleased that our disputes have been fully resolved and I look forward to the continued success of Exactus." During September 2019 an arbitration had been commenced against the Company by its former director Dr. Krassen Dimitrov alleging breach of a consulting agreement and for license fees claimed to be due and owing to KDI Innovation, Ltd., his affiliate. The Company asserted various counterclaims and during 2020 the parties agreed to voluntarily dismiss the arbitration in order to enter into direct negotiations for settlement. During January 2021, the parties reached agreement as to a resolution of all issues and are pleased to announce the settlement of their disputes. The terms of the settlement are confidential other than no cash was paid. 3) Termination of Ceed2Med, LLC Affiliation / Series E Preferred Stock Cancellation: On July 31, 2019 the Company granted 10,000 shares of the Company's Series E Preferred Stock to Ceed2Med, LLC in connection with its efforts to enter into a seed to sale strategy for its hemp-derived CBD business and secure farming rights and expertise. In addition, between 2018-2019 the Company entered into a series of agreements for product and funding with Ceed2Med, LLC. On Jan. 21, 2021 the Company entered into a Settlement Agreement with Ceed2Med, LLC and its principals cancelling all agreements, obligations and claims and providing full mutual releases of the Company and such persons. In connection with the settlement, Ceed2Med, LLC agreed to assignment of all rights to convert its outstanding shares of Series E Preferred Stock at a price of $1.60 per share to third parties in connection with settlement and releases of third party claims, resulting in no further dilution from issuances of settlement shares other than the right for Ceed2Med to have received such shares upon conversion and thereupon the Series E Preferred Stock was simultaneously converted into shares of common stock. 4) Series A / Series B-1 / Series B-2 / Series D Preferred Conversions: The Company has extended a limited period of time for all holder of Series A, Series B-1, Series B-2, and Series D Preferred stock to convert their shares into Common Stock in order to secure releases, eliminate claims, and simplify the cap table. The Company expects to secure full conversion of all shares and exchange mutual releases with the holders. About Exactus Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com/-- is a producer and supplier of hemp-derived ingredients and feminized hemp genetics. Exactus is committed to creating a positive impact on society and the environment promoting sustainable agricultural practices. Exactus specializes in hemp-derived ingredients (CBD/CBG/CBC/CBN) and feminized seeds that meet the highest standards of quality and traceability. Through research and development, the Company continues to stay ahead of market trends and regulations. Exactus is at the forefront of product development for the beverage, food, pets, cosmetics, wellness, and pharmaceutical industries. Exactus reported a net loss of $10.22 million for the year ended Dec. 31, 2019, compared to a net loss of $4.34 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $3.11 million in total assets, $5 million in total liabilities, and a total stockholders' deficit of $1.89 million. RBSM LLP, in Henderson, NV, the Company's auditor since 2014, issued a "going concern" qualification in its report dated May 22, 2020, citing that the Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FARADAY FUTURE: Agrees to $3.4-Bil. Merger With Property Solutions ------------------------------------------------------------------ Faraday Future has agreed to go public through a merger with blank-check firm Property Solutions Acquisition Corp. (NASDAW:PSAC), according to a Jan. 28, 2021 announcement by the parties. The deal values the combined company at around $3.4 billion and is expected to generate gross proceeds of more than $1 billion. The transaction is scheduled to close in the second quarter. Following the closing, the combined company will be listed on the Nasdaq Stock Market under the ticker symbol "FFIE". The common stock PIPE includes over 30 leading long-term institutional shareholders from the U.S., Europe, and China. Anchor investors in the PIPE include a Top 3 Chinese OEM and long-only institutional shareholders. Including the $230 million in cash held by PSAC in trust, assuming no redemptions, and an upsized, $775 million fully-committed common stock PIPE at $10.00 per share, the transaction will provide $1.0 billion of gross proceeds to the combined company, providing sufficient funds to support the FF 91 scaled production and delivery. PIPE investors include partners that will help support FF 91's production and the development and delivery of future vehicle models. FF's strategic partners include one of China's top three OEMs and a key Chinese city, which the company believes will help establish FF's presence in the Chinese vehicle market, further solidifying FF's unique US-China dual home market advantage. Since its inception, FF has been committed to promoting the transformation of the automotive industry through product and innovations in technology, business models, user ecosystems and governance. With I.A.I as the core driving force, FF has created a smart driving platform and a third Internet living space. The FF 91 will be offered with unique technologies including software, Internet, and artificial intelligence, which sets FF apart from its competitors. FF has invested over $2 billion dollars since its inception. In addition to the development of its first model FF 91, the product definition of the second model FF 81 has been completed, and the R&D work is progressing. Transaction Overview The transaction reflects an implied equity value of the combined company of approximately $3.4 billion, based on current assumptions, with a $10.00 per share PIPE subscription price. The transaction is supported by major suppliers, many of which will become shareholders. Upon closing, the combined company will receive up to $1.0 billion in cash assuming no redemptions by PSAC shareholders. The proposed business combination is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by PSAC's shareholders, satisfaction of the conditions stated in the definitive merger agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission, the receipt of U.S. antitrust approval, and approval by The Nasdaq Stock Market to list the securities of the combined company. At the close of the transaction, both Jordan Vogel of Property Solutions Acquisition Corp. and Philip Kassin of RMG will serve on the Faraday Future Board. Advisors Credit Suisse and Stifel are serving as financial and capital markets advisors and Miller Buckfire is serving as financial advisor to FF. RMG and Deutsche Bank are serving as financial advisors to PSAC. Credit Suisse served as lead placement agent and Stifel also served as a placement agent for the PIPE. Sidley Austin LLP and O'Melveny & Myers are serving as legal advisors to FF. Latham & Watkins is serving as legal advisor to PSAC. EarlyBird Capital acted as sole underwriter on PSAC's IPO. A full-text copy of the announcement is available at https://www.ff.com/us/investors/ About Faraday Future Faraday Future (FF) -- https://www.ff.com/ -- is a California-based global shared intelligent mobility ecosystem company focusing on building the next generation of intelligent mobility ecosystems. Established in May 2014, the company is headquartered in Los Angeles with R&D Center and Futurist Testing Lab, and offices in Silicon Valley, Beijing, Shanghai, and Chengdu. FF is poised to break the boundaries between the Internet, IT, creative, and auto industries with product and service offerings that integrate new energy, AI, Internet, and sharing models, that aim to continuously transform the mobility of mankind. About Yueting Jia Yueting Jia is the founder of Leshi Holding Group and was the CEO of Faraday Future. Yueting Jia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12220) on Oct. 14, 2019. The Debtor was represented by James E. O'Neill, Esq., at Pachulski, Stang, Ziehl & Jones LLP. Faraday Future announced in August 2020 that the Reorganization of its founder and CPUO (Chief Product and User Ecosystem Officer), YT Jia (YT), became effective, and his Creditor Trust has also been officially established and begun operations. As part of the PLan, Jia agreed to swap debt claims for pieces of his ownership stake in Faraday Future. FF said that approval of YT Jia's Restructuring Plan removed the biggest hurdle in FF's equity financing efforts and the implementation of the US-China dual home market strategy, allowing FF to work vigorously towards its equity financing targets including an IPO. FDZ HOMES: Sets Bidding Procedures for Los Angeles Property ----------------------------------------------------------- FDZ Homes, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the overbid procedures relating the sale of two vacant lots located at 311 & 315 N. Portola Ave., in Los Angeles, California, to Samipemo, Inc., for $150,000, subject to overbid. A hearing on the Motion is set for Feb. 17, 2021, at 10:00 a.m. The Portola Properties are legally described as follows: Lot 13 of the Portola Avenue Tract, Sheets 1 and 2, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 122 Pages 51 and 52 of Maps, in the office of the County Recorder of said County. APN: 5037-005-020 and APN: 5307-005-021. The Debtor estimates that approximately $3,130 is due in property taxes against the Portola Properties for fiscal year 2020. The sale price of $150,000 represents the Portola Properties' fair market value. The Debtor's real estate agent Jose Arana reviewed comparable sales in the area and performed an inspection of the Property. Based on the results of his analysis, the Agent determined the Properties' fair market value to be approximately $150,000. Mr. Arana began marketing the Portola Properties in January 2020. As a result of his marketing efforts, the Debtor received an offer to purchase the Portola Properties from Samipemo for the listing price of $150,000, subject to overbid. It was the best offer received and was accepted by the Debtor. Subject to Court approval, the Debtor proposes to sell the Portola Properties to Samipemo for $150,000. The parties have executed their vacant Land Purchase Agreement and Joint Escrow Instructions, and Seller Counteroffer No. 1. Samipemo has deposited $5,000 into escrow. The Purchase Agreement provides in part: a. Buyer acknowledges that it is buying the Portola Properties "as is, where is" without warranties of any kind, express or implied, being given by the Debtor, its agents 20 concerning the Properties' condition; b. Buyer is aware the Offer is contingent upon Bankruptcy Court approval; c. There are no contingencies in this transaction; d. If a successful overbidder is accepted and approved by the Court, the successful 24 overbidder is to reimburse Samipemo up to $2,000 for costs incurred; e. Any and all disputes which involve in any manner the bankruptcy estate or the Trustee arising from the Purchase Agreement will be resolved only in the Court. In order to obtain the highest and best offer for the benefit of the estate's creditors, the Debtor proposes that the offer be subject to overbid. Notice is being provided of the opportunity for overbidding to all interested parties. The Debtor asks that the Court approves the following overbid procedure: a. Only qualified bidders may submit an overbid. b. Each bid must be received by the Debtor and the Debtor's counsel no later than three business days prior to the hearing on the Motion. The Debtor has discretion to shorten the deadline to submit overbids. c. The initial overbid must exceed the original Offer by a minimum of $5,000. Each subsequent bid must then be in increments of at least $2,500. d. Each bid must be all cash, non-contingent, and on the same terms and conditions, other than price, as those proposed in the Offer. e. Each bidder must match all terms and conditions of the original bid. Thus, an "earnest money" deposit of at least $5,000 must be made. The deposit must be received by the Debtor no later than three business days prior to the hearing on this motion. The deposit must be in cash, cashier's check, certified check or irrevocable letter of credit, and must be deposited with the Debtor so that it will have access to the funds no later than three business days prior to the hearing on the Motion. f. Should a bidder fail to qualify for financing or timely close escrow, the $5,000 deposit is non-refundable. Through the Motion, the Debtor asks authority to pay its agent an amount not greater than 6% of the purchase price or applicable overbid, which will be shared with the Proposed Buyers' broker, if any, provided that the estate nets a like amount and upon entry of an order approving the Motion. Due to the fact that the Portola Properties comprise two lots of unimproved raw land, the Debtor has determined that a 6% commission is appropriate. The sale of the Portola Properties will benefit creditors because substantial sale proceeds will be realized for the benefit of creditors. The estimated net sale proceeds are calculated as follows: Sales Price - $150,000, less Est. 9% costs of sale, including 6% real estate - $13,500 and less past due property taxes - $3,130. The net proceeds will be $133,370. Time is of the essence and Samipemo can immediately complete the sale. Accordingly, the Debtor asks that the Court waives the stay imposed by Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/y3r3wnjp from PacerMonitor.com free of charge. About FDZ Homes Inc. FDZ Homes, Inc. is the owner of five properties in Los Angeles and Palm Springs, Calif., having a total current value of $7.42 million. FDZ Homes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-20772) on Dec. 7, 2020. At the time of the filing, the Debtor disclosed $7,422,233 in assets and $7,464,153 in liabilities. Judge Ernest M. Robles oversees the case. The Bisom Law Group serves as the Debtor's legal counsel. FF FUND: Berger Singerman Represents Grausman Claimants ------------------------------------------------------- In the Chapter 11 cases of FF Fund I, L.P., and F5 Business Investment Partners, LLC, the law firm of Berger Singerman LLP on Jan. 28, 2021, submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that is representing the following clients: Richard Grausman 15 West 81st Street Apt. 7B New York, NY 10024 * Richard Grausman currently holds an unsecured, non-priority claim in the amount of $124,508.34, representing his redemption claim on account of his 0.25% limited partnership interest in FF Fund I, L.P Brian Stein 300 East 57th Street Apt. 5A New York, NY 10022 * Brian Stein currently holds a 0.20% limited partnership interest in FF Fund I, L.P. Ann Lewin Revocable Trust 7663 Fisher Island Drive Miami Beach, FL 33109 * Ann Lewin Revocable Trust currently holds a 0.48% limited partnership interest in FF Fund I, L.P. Kimple 2009 Trust 3505 Turtle Creek Suite PH20A Dallas, TX 75219 * Kimple 2009 Trust currently holds an unsecured, non-priority claim against FF Fund I, L.P. in the amount of $532,884.00, representing its redemption claim on account of its 1.07% limited partnership interest in FF Fund I, L.P. Lewis Hall Stalene Hall 17 Old Grange Road Hopewell Junction, NY 12533 * Lewis Hall and Stalene Hall currently hold an unsecured, non- priority claim against FF Fund I, L.P. in the amount of $14,180.00, representing their redemption claim on account of their 0.03% limited partnership interest in FF Fund I, L.P. Ashleigh Aungst 13951 Cinnabar Place Huntersville, NC 28078 * Ashleigh Aungst currently holds unsecured, non-priority claims against FF Fund I, L.P., totaling $25,735.64, representing her redemption claims on account of her 0.05% limited partnership interests in FF Fund I, L.P. BSLLP, as co-counsel to M&M P.C., also represents Florence Capital Advisors, LLC and Gregory A. Hersch, as parties in interest, who were investment advisors to the Clients and who are identified in the Debtors' disclosure statement [ECF No. 198] as potential targets of litigation. BSLLP also represents Dennis Hersch. Dennis Hersch currently holds an unsecured, non-priority claim against FF Fund I, L.P., in the amount of $1,653,774, representing his redemption claim on account of his 3.38% limited partnership interest in FF Fund I, L.P. BSLLP also represents Angela Skinner and Michael Skinner. Mr. Skinner filed a general unsecured, non-priority claim against FF Fund I, L.P., in the amount of $414,700. The basis for the claim is set forth in the Attachment to Proof of Claim or, Alternatively, Proof of Interest attached to Claim No. 22-1. BSLLP does not presently own, nor has it previously owned, any claims against, or interests in, the Debtors or their estates. Co-Counsel for the above Parties can be reached at: BERGER SINGERMAN LLP Jordi Guso, Esq. 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 E-mail: jguso@bergersingerman.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3pzxBkV About FF Fund FF Fund I, L.P., is a limited partnership that was formed in August 2010. FF Fund's general partner is FF Management. FF Fund's offering documents identified a broad range of investment strategies to achieve its stated objectives of "capital appreciation and current income." FF Fund has 13 subsidiaries and affiliates that FF Management set up and routinely evolved over the roughly 10 years since FF Fund's formation for various accounting, tax, audit, insurance, regulatory, liquidity, operational, and administrative reasons. F3 Real Estate Partners, LLC, was established to invest in real estate primarily from 2011 through 2019. Prior to the CRO's appointment, F3 purchased and then sold a residential complex containing 87 condominium units in West Palm Beach, FL, which sale transaction closed in May 2019. F5 Business Investment Partners, LLC, held and currently owns the majority of the current investments made by FF Fund with monies received from the Limited Partners. The investments made by the F5 consisted mainly of (i) illiquid, non-tradeable privately held shares in early-stage or start-up companies, (ii) minority interests in real estate partnerships, or (iii) unsecured promissory notes. F6 Standard Securities Partners, LLC, held liquid hedge fund investments. The remainder of the subsidiaries had nominal investments. On Sept. 24, 2019, FF Management retained Soneet R. Kapila to manage FF Fund. FF Management was and is controlled by Andrew Franzone. FF Fund I L.P., an investment company based in Miami, Fla., filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019. In the petition signed by CRO Soneet R. Kapila, the Debtor estimated $50 million to $100 million in assets and $1 million to $10 million in liabilities. On Jan. 24, 2020, F5 Business Investment Partners, LLC, an affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-10996). The case is jointly administered with that of FF Fund. At the time of the filing, F5 Business estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Chief Judge Laurel M. Isicoff oversees the cases. Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is serving as the Debtors' legal counsel. No creditors' committee has been appointed in the case. In addition, no trustee or examiner has been appointed. FLORIDA TILT: Wants Exclusivity Period Extended to April 29 ----------------------------------------------------------- Florida Tilt, Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for an extension of the exclusivity period within which it may submit a plan of reorganization and disclosure statement until April 29, 2021. The Debtor also asks the Court to extend its solication period to May 31, 2021. The Debtor says its exclusivity period expires on January 29, 2021. The Debtor further says it has devoted its energies to recover monies owed and is attempting to reorganize. The Debtor adds it is facing a secured claim from Wells Fargo Bank, N.A. and a $32,092.59 priority claim from the IRS. In addition, the balance of the claims filed on the claims register are either unsecured, disputed (Mexal Corp., Inc.) or late filed. The Debtor says it needs ample time under the circumstances of this case to conclude the matter with Mexal Corp., Inc. to formulate and/or review realistic terms of any proposed plan with creditors. About Florida Tilt Inc. Florida Tilt, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20779) on Oct. 1, 2020, listing under $1 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Ariel Sagre, Esq., at Sagre Law Firm, P.A., serves as the Debtor's legal counsel. Until further notice, the United States Trustee said it will not appoint a Committee of Creditors pursuant to 11 USC Section 1102. FRED BRESSLER: Nonvotes Do Not Satisfy Section 1126(c) ------------------------------------------------------ Judge Eduardo V. Rodriguez of the United States Bankruptcy Court for the Southern District of Texas held that only ballots accepting or rejecting the plan, cast by claim holders in adherence with Rule 3018(c), are totaled to determine whether the numerosity requirements of Section 1126(c) are met. On February 10, 2020, Fred Jay Bressler, M.D. filed his initial petition under chapter 11, subchapter V of title 11 of the Bankruptcy Code. On September 22, 2020, Dr. Bressler filed his disclosure statement and original plan of reorganization. The Court approved Debtor's disclosure statement on October 23, 2020 and held a hearing on the confirmation of the Plan on November 20, 2020. At the hearing, the Court questioned whether, inter alia, Debtor had the required votes to confirm the Plan and required Debtor to file a modified plan by December 18, 2020. The Debtor filed a modified plan on November 23, 2020. During the confirmation hearing for the modified plan on January 11, 2021, the Court again questioned whether Debtor had the requisite number of votes for confirmation. "Section 1126 of the Bankruptcy Code governs acceptances of a plan of reorganization by identifying the members of a class that may vote on a plan and the number and amount of votes necessary for debtor's plan to be deemed 'accepted' by a particular class of claims. It states: [a] class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan," explains Judge Rodriguez. He further explains that "Federal Bankruptcy Rule of Procedure 3018(c) governs the proper form of an acceptance or rejection of a debtor's plan. That Rule requires that '[a]n acceptance or rejection shall be in writing, identify the plan or plans accepted or rejected, be signed by the creditor or equity security holder or an authorized agent, and conform to the appropriate Official Form.' Failure to cast a written vote constitutes neither acceptance nor rejection of the plan. Based on the plain language of Section 1126(c), the 2/3 and 1/2 numerosity requirements are counted based on 'creditors . . . that have accepted or rejected such plan.' If a creditor has not voted in adherence with Rule 3018(c), then they have not accepted or rejected the plan. Those 'nonvotes' do not satisfy the language of Section 1126(c) and thus, do not count toward the numerosity requirements." Judge Rodriguez found that "classes of claims are deemed to have accepted a plan when those accepting are the requisite sum of those 'that have accepted or rejected' the plan, as dictated by Section 1126(c)... Claims that have not voted or that have been objected to by a party-in-interest and are not temporarily allowed by the Court for purposes of voting pursuant to Rule 3018(a), are not considered. Therefore, if only one member of a class, in compliance with Rule 3018(c), votes in favor of the plan and all others fail to vote, the voting member binds the entire class and that class will be deemed to have accepted the plan." The case is IN RE: FRED JAY BRESSLER, Chapter 11, Debtor, Case No. 20-31024 (Bankr. S.D. Tex.). A full-text copy of the Memorandum Opinion, dated January 13, 2021, is available at https://tinyurl.com/yy9p3bzy from Leagle.com. About Fred Jay Bressler Fred Jay Bressler filed his Chapter 11 Petition on February 10, 2020 (Bankr. S.D. Tex. Case No. 20-31024). He is represented by Margaret McClure, Esq. FTE NETWORKS: GS Capital Demands Immediate Payment of $1.98 Million ------------------------------------------------------------------- FTE Networks, Inc. received an email from GS Capital Partners, LLC, purporting to serve as notice of acceleration of a certain 6% convertible redeemable note dated March 10, 2020 in the principal amount of $1,800,000 due to the Company's failure to file its Exchange Act reports within the time prescribed in the Note. The Notice also includes a demand by GS Capital for immediate payment of the Note's outstanding principal and interest of $1,980,638.36. If GS Capital enforces payment of the Note through judicial means, it would have a material adverse effect on the Company's financial condition and the Company's ability to continue to operate. The Company still hopes to reach an amicable resolution to this matter; however, there can be no assurances that the Company's efforts will be met with success. On Jan. 25, 2021, the Company was notified that an amended judgment in the amount of $2,989,390 (inclusive of fees and interest) was entered in favor of St. George Investments LLC in connection with a dispute arising out of a convertible promissory note that was issued to St. George without the requisite corporate authority by members of prior management. As previously disclosed by the Company on June 9, 2020, an arbitrator granted St. George's motion for partial summary judgment and awarded St. George a $2,700,000 million award despite the existence of genuine issues of material fact. About FTE Networks Formerly known as Beacon Enterprise Solutions Group, FTE Networks, Inc. -- http://www.ftenet.com-- together with its wholly owned subsidiaries, is a provider of innovative, technology-oriented solutions for smart platforms, network infrastructure and buildings. The Company provides end-to-end design, construction management, build and support solutions for state-of-the-art networks, data centers, residential, and commercial properties and services Fortune 100/500 companies. FTE has three complementary business offerings which are predicated on smart design and consistent standards that reduce deployment costs and accelerate delivery of innovative projects and services. FTE Networks reported a net loss of $15.44 million for the year ended Dec. 31, 2019, compared to a net loss of $46.59 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $235.43 million in total assets, $160.81 million in total liabilities, and $74.63 million in total stockholders' equity. FURLA USA: Court Approves Bankruptcy-Exit Plan ---------------------------------------------- Sindhu Sundar of WWD reports that Furla USA is gearing up to exit from bankruptcy after it won court approval of its Chapter 11 plan. At a hearing Thursday, Jan. 28, 2021, in New York bankruptcy court, U.S. Bankruptcy Judge Shelley Chapman approved the retailer's chapter 11 plan that would set the company up for a quick exit from bankruptcy. As part of the plan, the retailer said it has received $3 million from its parent company, which would fully cover its administrative and priority expenses in bankruptcy court, as well as provide partial recoveries for unsecured creditors at a rate of roughly 27 cents on the dollar. The plan received no objections, and received the support of all eligible creditors in the case, said Furla USA's attorney Joseph Moldovan, who chairs the business solutions, restructuring and governance practice at Morrison Cohen LLP. The bankruptcy has moved fairly quickly as it took place under the so-called Subchapter V process of Chapter 11, a recent bankruptcy format designed to expedite the process for small companies. Mr. Moldovan has characterized the distributions to unsecured creditors as reasonable under the circumstances of a retailer undergoing a restructuring during the ongoing COVID-19 pandemic. "When we filed, we stated that our goal was to utilize the Subchapter V process, so that we could quickly restructure and emerge from bankruptcy well-positioned to take advantage of a return to normal upon the full reopening of the markets post-pandemic," Mr. Moldovan told the court Jan. 28, 2021. "We anticipated a very short stay in Chapter 11, and to promptly move to confirm a plan utilizing the bankruptcy process to enable us to shed burdensome leases and debt, and exit the bankruptcy as a niche boutique style luxury goods company with a healthy balance sheet, enabling us to focus on better margins instead of volumes of sales," he said. At the remote hearing, Judge Chapman gave her approval to the plan and observed the case had gone so smoothly that "this case from the outset and through today has been a model of how this ought to go, and certainly, the participation of the parent helped a great deal." Furla USA, which entered the bankruptcy process in November with 14 locations, has shut down half of those locations over the course of the proceedings, and will emerge with seven locations including its flagship on Fifth Avenue in Manhattan. The bankruptcy plan is expected to go into effect on Feb. 12, 2021, and the company plans to pay creditors soon after the plan's effective date, the company said. "The present decision was made as a part of the brand's reorganization strategy to streamline operations in the U.S.," the retailer said in a statement Thursday. "Restructuring the company's business will allow Furla the financial flexibility to concentrate on the core values of the brand and invest in areas of growth like e-commerce and wholesale to achieve meaningful, long-term success." About Furla USA Inc. Furla (U.S.A.), Inc., is a wholly-owned subsidiary of Bologna, Italy-based Furla S.p.A., which produces, markets, and sells products in the high-end leather sector within the "premium luxury" segment, including accessories for women and men. Furla USA was founded in New York in 1978 and is headquartered in New York City at 432 Park Avenue South, 14th Floor, New York. As of the Petition Date, Furla USA operates and directly manages 14 retail and outlet locations in California, Florida, Hawaii, Massachusetts, Nevada, New York, and Texas, dedicated to direct to consumer sales. Furla (U.S.A.), Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-12604) on Nov. 6, 2020. The Debtor was estimated to have assets of $10 million to $50 million and liabilities of $1 million to $10 million. The Hon. Shelley C. Chapman is the case judge. The Debtor tapped MORRISON COHEN LLP as counsel; and RYNIKER CONSULTANTS, LLC, as financial advisor. STRETTO is the claims agent. GAMESTOP CORP: MUST Asset, 3 Others No Longer Own Class A Shares ---------------------------------------------------------------- MUST Asset Management Inc., MUST Holdings Inc., Dooyong Kim, and Eunmi Koo disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2020, they have ceased to beneficially own shares of Class A common stock of Gamestop Corp. A copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1326380/000119312521019848/d945183dsc13ga.htm About GameStop GameStop Corp., a Fortune 500 company headquartered in Grapevine, Texas, is a video game retailer, operating approximately 5,000 stores across 10 countries, and offering a selection of new and pre-owned video gaming consoles, accessories and video game titles, in both physical and digital formats. GameStop also offers fans a wide variety of POP! vinyl figures, collectibles, board games and more. GameStop recorded a net loss of $470.9 million for fiscal year 2019 compared to a net loss of $673 million for fiscal year 2018. For the 39 weeks ended Oct. 31, 2020, the Company reported a net loss of $295.8 million. As of Oct. 31, 2020, the Company had $2.60 billion in total assets, $2.26 billion in total liabilities, and $332.2 million in total stockholders' equity. GENCANNA GLOBAL: Trustee Seeks to Recover $1.2M Paid to Pillsbury ----------------------------------------------------------------- Law360 reports that the trustee overseeing the wind-down of bankrupt hemp company GenCanna has filed an adversary proceeding seeking $1.2 million back that the company paid to law firm Pillsbury Winthrop Shaw Pittman LLP. GenCanna, now known as OGGUSA Inc. after the company sold its assets as part of its Chapter 11 bankruptcy, paid the money to Pillsbury for legal services in December 2019, according to an attachment to the Jan. 25, 2021 suit. The trustee, Oxford Restructuring Advisors LLC, is seeking the money under Section 547 of the Bankruptcy Code, which allows debtors to recover payments made to creditors within 90 days of filing for bankruptcy. About GenCanna Global USA GenCanna Global USA, Inc. -- https://www.gencanna.com/ -- is a vertically-integrated producer of hemp and hemp-derived CBD products with a focus on delivering social, economic, and environmental impact through seed-to-scale agricultural production. GenCanna Global USA was the subject of an involuntary Chapter 11 proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24, 2020. The involuntary petition was signed by alleged creditors Pinnacle, Inc., Crawford Sales, Inc., and integrity/Architecture, PLLC. On Feb. 6, 2020, GenCanna Global USA consented to the involuntary petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc. and Hemp Kentucky LLC, filed their own voluntary Chapter 11 petitions. Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents the petitioners. The Debtors tapped Benesch Friedlander Coplan & Aronoff, LLP and Dentons Bingham Greenebaum, LLP, as legal counsel, Huron Consulting Services, LLC, as operational advisor, and Jefferies, LLC as financial advisor. Epiq is the claims agent, which maintains the page https://dm.epiq11.com/GenCanna The Office of the U.S. Trustee appointed a committee of unsecured creditors on Feb. 18, 2020. The committee tapped Foley & Lardner LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local counsel, and GlassRatner Advisory & Capital Group, LLC, as financial advisor. GEORGE BAVELIS: District Court Awards $1M in Punitive Damages ------------------------------------------------------------- Judge Algenon L. Marbley of the United States District Court for the Southern District of Ohio, Eastern Division, adopted the Bankruptcy Court for the Southern District of Ohio's Proposed Findings of Fact as to the issue of punitive damages, modified the Bankruptcy Court's Conclusions of Law as to the issue of punitive damages, and adopted the Bankruptcy Court's recommended punitive damages award of $1 million, following a de novo review. In the 2000s, George Bavelis began working with a Mr. Qureshi to invest in gas stations, office buildings, and mixed-use real estate developments. Their ventures were approximately $21 million in debt by the time Mr. Bavelis met Mr. Doukas in Fall 2008. In an attempt to resolve business issues in Mr. Bavelis' favor, Mr. Doukas became involved in the business venture between Mr. Bavelis and Mr. Qureshi. Mr. Doukas insisted that he needed stakes in the various LLCs owned by Mr. Qureshi and Mr. Bavelis so that he could negotiate with Mr. Qureshi. Mr. Bavelis made the assignments, on the understanding that Mr. Doukas would reconvey the interests back to him after the negotiations. Over time, Mr. Doukas requested further assignments, and these assignments became an issue when Mr. Bavelis's attorney suggested that Mr. Bavelis file to dissolve some of his companies. Despite repeated requests, Mr. Doukas did not return the LLC interests to Mr. Bavelis. Mr. Bavelis entered bankruptcy proceedings in 2010. He also brought an adversary proceeding against Ted Doukas and entities owned by Mr. Doukas in October 2010, seeking to rescind several assignments that Mr. Bavelis had made to Mr. Doukas that he contends were fraudulently induced. The Bankruptcy Court held two trials on the claims in the adversary proceeding. The first trial concerned legal theories that the various assignments to Mr. Doukas were void. The second trial involved claims against the Doukas Defendants and Mr. Doukas's former attorney. The Bankruptcy Court eventually recommended that the District Court find for Mr. Bavelis on several counts and award compensatory damages in the amount of $116,600 and punitive damages in the amount of $1 million. On January 4, 2019, the District Court adopted in part the Bankruptcy Court's Proposed Findings of Fact and Conclusions of Law, sustaining in part and overruling in part the Defendants' Objections thereto. The District Court found that the Doukas Defendants had waived their right to a jury trial, that Mr. Bavelis had stated a claim for fraudulent inducement under Florida law, that $116,000 was an appropriate amount of damages under the Court's equity jurisdiction, and that, because Mr. Bavelis was not awarded compensatory damages, punitive damages were prohibited under Florida law. On January 16, 2019, Mr. Bavelis filed an appeal of the District Court's order, asserting that the Court exceeded the scope of review under 28 U.S.C. Section 157(c)(1) in disallowing the punitive damages based on an argument not raised by Doukas and that dismissal of punitive damages was incorrect under Florida law. On January 17, 2019, the Doukas Defendants filed a notice of cross-appeal, arguing that the Court did not have jurisdiction on any of the Florida claims and re-asserting that their Seventh Amendment jury trial rights were denied. On March 4, 2019, the Doukas Defendants filed a motion to stay the Court's judgment pending the resolution of the appeal, which was denied by the Court on October 21, 2019. On October 19, 2020, the Sixth Circuit Court of Appeals issued its decision vacating the District Court's judgment as to damages, affirming in all other aspects, and remanding for further proceedings. On the issue of damages, the Sixth Circuit held that the District Court erred in finding that Florida law prohibits punitive damages absent a corresponding award of compensatory damages. While it found that punitive damages were not precluded, the Sixth Circuit opined that "questions remain regarding whether a punitive damages award is proper (and if so, how much)," and determined that it would vacate and remand for further proceedings. On appeal, the Doukas Defendants had raised new arguments that punitive damages are unavailable because the Plaintiff "elected the equitable remedy of rescission, and punitive damages are never awardable in claims sounding in equity." Because the District Court had not considered this argument in the first instance, the Sixth Circuit determined it was appropriate to remand. "The Bankruptcy Court also recommended punitive damages based on Mr. Doukas's conduct concerning the $116,600 conveyed by Mr. Bavelis. This Court adopted the Bankruptcy Court's recommendation of awarding damages under a theory of unjust enrichment related to two checks conveyed by Mr. Bavelis after neither party objected to such a finding... 'The elements of an unjust enrichment claim are `a benefit conferred upon a defendant by the plaintiff, the defendant's appreciation of the benefit, and the defendant's acceptance and retention of the benefit under circumstances that make it inequitable for him to retain it without paying the value thereof'... The Bankruptcy Court found that those elements had been satisfied, in reliance on the following facts: Mr. Bavelis sent two checks to Quick Capital, totaling $116,600, which he believed were related to his estate planning; Mr. Doukas advised Mr. Bavelis that he would return the checks; Mr. Bavelis never returned them; Mr. Doukas was enriched at Mr. Bavelis's expense; it would be inequitable to permit Mr. Doukas and Quick Capital to retain the funds," explained Judge Marbley. "The issue remains as to whether the election of remedies bars recovery of punitive damages alongside damages awarded under a theory of unjust enrichment. In the original opinion, this Court held that rescission and damages are alternative remedies under Florida law and characterized the election of remedies doctrine as 'grounded in the distinction between law and equity and the principle that `cases in which the remedy sought is the recovery of the money damages do not fall within the jurisdiction of equity'... This Court's awarding of damages under a theory of unjust enrichment is undisturbed by the Sixth Circuit's opinion, but the election of remedies doctrine is relevant to whether punitive damages are permitted," he further explained. Judge Marbley said that "the election of remedies doctrine aims to prevent a 'double recovery for the same wrong' but only applies 'where the remedies in question are coexistent and inconsistent'... Unlike rescission, damages for unjust enrichment and punitive damages fall into the category of remedies that are 'several and consistent,' such that the award of one will not bar the others. The facts necessary to support damages under a theory of unjust enrichment are not inconsistent with those necessary to support punitive damages. Punitive damages require a finding that a defendant 'was personally guilty of intentional misconduct or gross negligence'... To show intentional misconduct, it must be demonstrated that 'the defendant had actual knowledge of the wrongfulness of the conduct and the high probability that injury or damage to the claimant would result and, despite that knowledge, intentionally pursued that course of conduct, resulting in injury or damage'... The Bankruptcy Court found these elements satisfied by Mr. Doukas's conduct surrounding the two checks totaling $116,600... In adopting the recommendation of the Bankruptcy Court to award Mr. Bavelis $116,600 in damages under a theory of unjust enrichment, this Court did so by affirming the following facts relied on by the Bankruptcy Court: Mr. Bavelis sent two checks to Quick Capital, totaling $116,600, which he believed were related to his estate planning; Mr. Doukas advised Mr. Bavelis that he would return the checks; Mr. Bavelis never returned them; Mr. Doukas was enriched at Mr. Bavelis's expense; it would be inequitable to permit Mr. Doukas and Quick Capital to retain the funds." Judge Marbley also said that "none of the factual elements necessary to establish a claim for unjust enrichment is 'opposite and irreconcilable' from those necessary to establish a claim for punitive damages resulting from intentional misconduct, as to the checks. Double recovery is only barred where remedies are inconsistent and irreconcilable. A finding that Mr. Doukas intentionally pursued a course of conduct that caused harm to Mr. Bavelis, and that that conduct amounts to unjust enrichment, are coexistent and consistent. This Court finds that the election of remedies does not bar an award of punitive damages where damages under a theory of unjust enrichment have been awarded." Judge Marbley concluded that "an award of $1 million in punitive damages is supported by the facts here and is proper under Florida law. It has been established by clear and convincing evidence that Mr. Doukas fraudulently induced Mr. Bavelis to convey two checks totaling $116,600 to him on the promise that he would return them. The Bankruptcy Court recommended punitive damages on the grounds that Doukas acted intentionally to defraud Mr. Bavelis, and 'intentionally pursued a scheme to take Bavelis's assets'... To deter an actor that sees risk-taking and fraud as appropriate business behavior, a significant punitive damages award is necessary. While the harm to Mr. Bavelis has been mitigated by the unjust enrichment award of $116,600, the separate need to punish Mr. Doukas for his intentional, harmful conduct was not satisfied by that award. Where a defendant has 'tactically and deceptively' induced a plaintiff to act and 'pledg[ed] continued loyalty' to the victim while 'simultaneously scheming' to take actions to undermine the plaintiff's business, a court applying Florida law found it appropriate to award $3 million in punitive damages... In light of Mr. Doukas's flagrant, intentional violation of a relationship of trust and the need to deter his risk-taking 'business strategies,' $1 million in punitive damages are in reasonable proportion to the malice, outrage, or wantonness of the tortious conduct.'" The case is GEORGE BAVELIS, et al., Plaintiffs, v. TED DOUKAS, et al., Defendants, Case No. 2:17-CV-00327 (S.D. Ohio). A full-text copy of the Opinion and Order, dated January 21, 2021, is available at https://tinyurl.com/y2fa7wjf from Leagle.com. About George Bavelis and Sterling Bank George Bavelis was the chairman and president of Lantana, Florida- based Sterling Bank. As reported by the Troubled Company Reporter, Sterling Bank was closed on July 23, 2010, by the Florida Office of Financial Regulation, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Iberiabank of Lafayette, Louisiana, to assume all of the deposits of Sterling Bank. As of March 31, 2010, Sterling Bank had around $407.9 million in total assets and $372.4 million in total deposits. Iberiabank did not pay the FDIC a premium for the deposits of Sterling Bank. In addition to assuming all of the deposits of the failed bank, Iberiabank agreed to purchase essentially all of the assets. The FDIC and Iberiabank entered into a loss-share transaction on $244.3 million of Sterling Bank's assets. Iberiabank would share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction was projected to maximize returns on the assets covered by keeping them in the private sector. Mr. Bavelis filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio Case No. 10-58583) on July 20, 2010. Mr. Bavelis' assets include a brokerage account opened in 2005 with Fifth Third Securities, Inc., in Columbus, Ohio ($11.4 million); business assets of an unspecified value; and real property in Columbus for more than 24 years ($435,000). GLOBAL EAGLE: Court Approves Post-Sale Ch. 11 Liquidation --------------------------------------------------------- Law360 reports that the airline and travel industry diversion provider Global Eagle Entertainment Inc. cleared a Chapter 11 plan confirmation hearing in Delaware without a hitch on Friday, January 29, 2021, some three months after selling most of its estate to top-tier lenders. U.S. Bankruptcy Judge John T. Dorsey found that the business met all requirements of the Bankruptcy Code after a brief video and telephone hearing, clearing the way for the sale to take effect in March 2021. Under the earlier sale agreement, approved on Oct. 15, 2020, Global's ad hoc first-lien lender group committed to take back $586.5 million in debt. As reported in the Troubled Company Reporter, Global Eagle Entertainment, et al., filed a First Amended Joint Plan of Liquidation on Dec. 15, 2020. The sale process culminated in the sale of substantially all of the Debtors' assets pursuant to that certain asset purchase agreement with GEE Acquisition Holdings Corp., the purchaser. GEE Acquisition is a special purpose entity formed for the benefit of the First Lien Lenders which, agreed to credit bid a portion of their first-lien claims. Holders of Class 3c General Unsecured Claims totaling $40 million to $80 million have a 2.4% to 3.2% projected recovery. A full-text copy of the First Amended Disclosure Statement dated December 15, 2020, is available at https://bit.ly/34JweYF from PacerMonitor.com at no charge. About Global Eagle Entertainment Headquartered in Los Angeles, -- http://www.GlobalEagle.com/-- Global Eagle Entertainment Inc. is a provider of media, content, connectivity, and data analytics to markets across air, sea, and land. It offers a fully integrated suite of media content and connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries, and land locations worldwide. Global Eagle Entertainment and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22, 2020. In the petition signed by CFO Christian M. Mezger, Global Eagle disclosed $630.5 million in assets and $1.086 billion in liabilities. Judge John T. Dorsey oversees the cases. Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as investment banker; Alvarez & Marsal North America, LLC as financial advisor; and PricewaterhouseCoopers LLP as a tax advisor. Prime Clerk, LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 5, 2020. The committee has tapped Akin Gump Strauss Hauer & Feld LLP and Ashby & Geddes, P.A., as its legal counsel, and Perella Weinberg Partners LP as its investment banker. GREGORY GILBERT: $1.01M Cash Sale of Reno Home to Averys Approved ----------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized Rebekah E. Gilbert's sale of the real property located at 2670 Thomas Jefferson Drive, in Reno, Nevada, to Robert Clayton Avery and Kelly Stitt Avery for $1.01 million, cash. A hearing on the Motion was held on Jan. 19, 2021, at 2:00 p.m. The sale is free and clear of all claims, liens and encumbrances. The loan secured by a first lien on the Thomas Jefferson Property will be paid in full directly from escrow as of the date of the closing of the sale, that will be within 90 days from the date of the entered order on the Motion To Sell, and the sale will be conducted through an escrow and based on a non-expired contractual payoff statement received directly from U.S. Bank Trust National Association, as Trustee of the Bungalow Series IV Trust. The loan secured by a second lien on the Thomas Jefferson Property will be paid in full directly from escrow as of the date of the closing of the sale, that will be within 90 days from the date of the entered order on the Motion To Sell, and the sale will be conducted through an escrow and based on a non-expired contractual payoff statement received directly from Wells Fargo Bank - Home Equity Group, servicing agent for, Wells Fargo Bank, N.A. All of the Debtors' costs of sale, including real estate agent commissions and title/escrow fees and the remaining net proceeds, will be paid directly from escrow. All remaining net proceeds, after payment of the secured lien claims identified, and the Debtor's costs of sale, will be disbursed directly from escrow to Rebekah E. Gilbert. Any and all secured creditor, including those identified, will retain the right to submit an updated payoff demand prior to any close of escrow to ensure their claims is paid in full. As provided by Fed. R. Bankr. P. 6004(h), 6006(d) and 7062, the Order will be effective and enforceable immediately upon entry. Notwithstanding Bankruptcy Rules 6004(h), the Court expressly finds that there is no just reason for delay in the implementation of the Order and expressly directs entry of judgment as set forth therein. Gregory L. Gilbert and Rebekah E. Gilbert sought Chapter 11 protection (Bankr. D. Nev. Case No. 18-50772) on July 17, 2018. The Debtor tapped Kevin A. Darby, Esq., at Darby Law Practice, Ltd. as counsel. Counsel for Debtor: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. E-mail: kad@darbylawpractice.com GREGORY NATHAN: Taps Allen Stovall as Counsel --------------------------------------------- The Gregory Nathan Gould Co., LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Allen Stovall Neuman & Ashton LLP as its legal counsel. The firm will render these legal services: (a) advise the Debtor of its rights, powers and duties in the continued operation of its business; (b) advise and assist the Debtor in preparing legal papers in connection with the administration of this Chapter 11 case; (c) review all financial and other reports to be filed with the court and/or the United States Trustee in this Chapter 11 case; (d) advise and assist the Debtor in the negotiation and documentation of, the refinancing or sale of its assets; debt and lease restructuring; executory contract and unexpired lease assumptions, assignments or rejections; and related transactions; (e) counsel and represent the Debtor regarding actions it might take to collect and recover property for the benefit of the estate; (f) review the nature and validity of liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; (g) assist the Debtor in formulating, negotiating and obtaining confirmation of a plan of reorganization and preparing other related documents; and (h) perform other legal services in the administration of business and this Chapter 11 case. The firm's hourly rates are as follows: Standard Rate Preferred Rate Richard K. Stovall, Partner $425 $390 James A. Coutinho, Partner $350 $320 Matthew M. Zofchak, Associate $275 $240 In addition, the firm will seek reimbursement for expenses. As of the petition date, the firm did not have any retainer, and the Debtor owed a total of $5,773.85 to the firm. James Coutinho, Esq., a partner at Allen Stovall Neuman & Ashton, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard K. Stovall, Esq. James A. Coutinho, Esq. Matthew M. Zofchak, Esq. Allen Stovall Neuman & Ashton LLP 17 South High Street, Suite 1220 Columbus, OH 43215 Telephone: (614) 221-8500 Facsimile: (614) 221-5988 Email: stovall@ASNAlaw.com coutinho@ASNAlaw.com zofchak@ASNAlaw.com About The Gregory Nathan Gould The Gregory Nathan Gould Co., LLC, filed a second Chapter 11 bankruptcy petition (Bankr. S.D. Ohio Case No. 21-50172) on Jan. 20, 2021. The Debtor's first petition was filed (Bankr. S.D. Ohio Case No. 19-52361) on April 12, 2019, listing under $1 million in both assets and liabilities. Judge C. Kathryn Preston oversees the case. Allen Stovall Neuman Fisher & Ashton LLP serves as the Debtor's legal counsel. GRUPO AEROMEXICO: Pilots Union Agrees to $350M Salary Cuts ---------------------------------------------------------- Reuters reports that a pilots' union for Grupo Aeromexico said it had accepted cuts amounting to $350 million on collective bargaining pacts in negotiations required for the airline to win a second tranche of bankruptcy financing. The Association of Airmen Pilots (ASPA) voted to accept the reduction over the next four years to support the firm's financial restructuring, it said in a statement. Salary cuts for pilots ranged between 5% and 15%, while 79 pilots facing job cuts will be compensated under the agreement. The pilots also accepted fewer benefits, the union added. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as counsel to the Debtors. GRUPO AEROMEXICO: Reaches Agreement With Attendant & Pilot Unions ----------------------------------------------------------------- Grupo Aeroméxico, S.A.B. de C.V. (BMV: AEROMEX) announced Jan. 28, 2021, that that it has reached satisfactory agreements with the Asociacion Sindical de Pilotos Aviadores de Mexico ("ASPA") and the Asociación Sindical de Sobrecargos de Aviacion de Mexico ("ASSA"), during the restructure of their Collective Bargaining Agreements. The agreements, approved Jan. 27 by personal and direct vote of the Company's pilots and flight attendants, are essential to face the adverse effects caused globally to the airline industry by the COVID-19 pandemic and will be formalized in the following days. The results achieved during the negotiations were necessary for the Company to meet certain commitments and objectives required by the DIP lenders under the Senior Debtor in Possession Credit Facility ("DIP Financing"), obtained within the Company's voluntary financial restructuring process. The Company recognizes the important effort that the flight attendants of ASSA and pilots of ASPA have made to face the negative effects of the pandemic and will continue to work in a coordinated manner with the unions' representatives to formalize the agreements reached. Aeromexico also recognizes the support of its unionized employees of the Sindicato de Trabajadores de la Industria Aeronáutica, Comunicaciones Similares y Conexos de la Republica Mexicana (STIA) and the Sindicato Nacional de Trabajadores al Servicio de las Líneas Aereas, Transportes, Servicios, Similares y Conexos (Independencia), with whom the Company reached satisfactory agreements last December, which was communicated previously. Likewise, the Company highlights the efforts of non-unionized employees, as well as the Mexican Government for accompanying the airline throughout this process. The Company will continue working in the following days on the process to comply with the conditions and obligations established in the Credit Agreement, in order to request the next disbursement under Tranche 2 of the DIP Financing. Aeromexico will continue pursuing, in an orderly manner, the voluntary process of its financial restructuring under the Chapter 11 process, while continuing to operate and offer services to its customers and contracting from its suppliers the goods and services required for operations. The Company will continue to strengthen its financial position and liquidity, protecting and preserving the operation and assets, and implementing the necessary adjustments to face the impact derived from COVID-19. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia, and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as counsel to the Debtors. GUARDION HEALTH: May Offer $25M Worth of Additional Common Shares ----------------------------------------------------------------- Guardion Health Sciences, Inc. previously entered into an Equity Distribution Agreement with Maxim Group LLC, as agent, dated Jan. 8, 2021, pursuant to which the Company may offer and sell, from time to time through Maxim, shares of the Company's common stock, par value $0.001 per share. Pursuant to the Sales Agreement, on Jan. 15, 2021, the Company completed an "at the market offering" under Rule 415 of the Securities Act of 1933, as amended, pursuant to which the Company sold an aggregate of 15,359,000 shares of Common Stock, raised gross proceeds of approximately $10,000,000 and net proceeds of approximately $9,500,000. On Jan. 28, 2021, pursuant to the Sales Agreement, the Company and Maxim agreed to an additional "at the market offering" under Rule 415 of the Securities Act, whereby the Company may offer and sell, from time to time through Maxim, shares of Common Stock having an aggregate offering price of up to $25,000,000. The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-248895) filed by the Company with the SEC on Sept. 18, 2020, amended on Sept. 22, 2020 and declared effective by the SEC on Sept. 24, 2020, under the Securities Act, and a prospectus supplement, dated Jan. 28, 2021, filed on Jan. 28, 2021 with the SEC pursuant to Rule 424(b) under the Securities Act. Pursuant to the Sales Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers' transactions, including on The Nasdaq Capital Market, at market prices or as otherwise agreed with Maxim. Maxim will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose. Under the terms of the Sales Agreement, in no event will the Company issue or sell through Maxim such number or dollar amount of shares of Common Stock that would (i) exceed the number or dollar amount of shares of Common Stock registered and available on the Registration Statement, (ii) exceed the number of authorized but unissued shares of Common Stock, (iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (iv) exceed the number or dollar amount of Common Stock for which the Company has filed a prospectus supplement to the Registration Statement. The Company will pay Maxim a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Maxim with customary indemnification and contribution rights. The Company will also reimburse Maxim for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto. About Guardion Health Sciences Headquartered in San Diego, California, Guardion -- http://www.guardionhealth.com/-- is a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion Health reported a net loss of $10.88 million for the year ended Dec. 31, 2019, compared to a net loss of $7.77 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, Guardion Health had $12.16 million in total assets, $1.47 million in total liabilities, and $10.69 million in total stockholders' equity. Weinberg & Company, P.A., in Los Angeles, California, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has experienced recurring losses and negative operating cash flows since inception. These matters raise substantial doubt about the Company's ability to continue as a going concern. GUILCO FAMILY: Seeks Court Approval to Tap Bankruptcy Counsel ------------------------------------------------------------- Guilco Family Dental, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Roshawn Banks, Esq., an attorney at The All Law Center, PA, to handle its Chapter 11 case. Mr. Banks will render these legal services: (a) advise the Debtor regarding its powers and duties and the continued management of its business operations; (b) advise the Debtor regarding its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Mr. Banks charges a non-refundable flat retainer of $10,000. He received $3,262 for pre-petition services. As of petition date, the Debtor owed him $6,738. The attorney will be compensated at his hourly rate of $375, plus expenses. Mr. Banks disclosed in court filings that he and his firm are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The attorney can be reached at: Roshawn Banks, Esq. The All Law Center, PA PO Box 25978 Fort Lauderdale, FL 33320 Telephone: (954) 747-1843 Email: RBanks@thealllawcenter.com About Guilco Family Dental Guilco Family Dental, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-10588) on Jan. 22, 2021. Judge Peter D. Russin oversees the case. Roshawn Banks, Esq., at The All Law Center, PA serves as the Debtor's legal counsel. HALS REALTY: Court Approves $21M Sale of 3 Properties ----------------------------------------------------- Darrell Hofheinz of the Palm Beach Daily News reports three commercial properties in Palm Beach, Florida, have changed hands for a recorded $21 million in a sale sanctioned by a U.S. bankruptcy court. The limited partnership that sold the buildings, Hals Realty Associates LP, was for years controlled by longtime Worth Avenue property owner and landlord Burt Handelsman. But the limited partnership was managed by a court-appointed bankruptcy trustee when the sale closed on Jan. 13, 2021, in the Chapter 11 case. The properties that attorney and bankruptcy trustee Michael I. Goldberg sold included one of three business condominiums in the building at 175 Worth Ave. on the northeast corner of South County Road. The ground-floor corner condo that sold is leased to the Tourneau watch store. The other properties were the building leased to the post office at 401 S. County Road on the corner of Peruvian Avenue; and the building immediately to the south at 411 S. County Road, where the anchor tenant is a branch of JPMorgan Chase bank. Both buildings were sold with adjacent parking lots. The buyer was a Delaware-registered limited liability company named PB Worth Partners with an address in care of Rhinebeck Realty in Millwood, New York. The contract to purchase the property lists David J. Sorbaro as manager of Rhinebeck Realty. The company served as the so-called "stalking horse" bidder in the auction by setting the price in advance for the minimum acceptable bid. Hals Realty Associates LP, with Handelsman as general partner, paid a recorded $4.4 million for the three properties in 1990. About of Hals Realty Associates Hals Realty Associates Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13103) on March 5, 2020. At the time of the filing, Debtor estimated assets of between $1 million and $10 million and liabilities of between $10,000,001 and $50 million. Judge Mindy A. Mora oversees the case. Furr and Cohen, P.A. is the Debtor's legal counsel. Michael Goldberg was appointed as trustee to manage the Debtor's estate. He is represented by Eyal Berger, Esq., at Akerman LLP. HANKS TOWING: Seeks Court Approval to Hire Bankruptcy Counsel ------------------------------------------------------------- Hanks Towing Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Harry P. Long, an attorney at the Law Offices of Harry P. Long, LLC, to handle its Chapter 11 case. Mr. Long will render these legal services: (a) advise the Debtor regarding its powers and duties; (b) negotiate and formulate a plan of arrangement under Chapter 11 which will be acceptable to its creditors and equity security holders; (c) deal with secured lien claimants regarding arrangements for payment of its debts and, if appropriate, contest the validity of same; (d) prepare legal papers; and (e) perform all other services which may be necessary. The Debtor paid the attorney a retainer in the amount of $25,000. The attorney will be compensated at his hourly rate of $400. Mr. Long disclosed in court filings that he is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The attorney can be reached at: Harry P. Long, Esq. Law Offices of Harry P. Long, LLC P.O. Box 1468 Anniston, AL 36202 Telephone: (256) 237-3266 Email: Hlonglegal8@gmail.com About Hanks Towing Hanks Towing Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-40072) on Jan. 25, 2021. Daniel Eanes, president, signed the petition. Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC serves as the Debtor's legal counsel. HAWAIIAN HOLDINGS: Units to Offer $1.2 Billion Senior Secured Notes ------------------------------------------------------------------- Hawaiian Airlines, Inc., a wholly-owned subsidiary of Hawaiian Holdings, Inc., reported the pricing and upsizing of the previously announced unregistered offering by Hawaiian Brand Intellectual Property, Ltd. and HawaiianMiles Loyalty, Ltd., each an indirect wholly-owned subsidiary of the Company. The Issuers are expected to issue an aggregate of $1.2 billion in principal amount of 5.75% Senior Secured Notes due 2026 on Feb. 4, 2021, subject to customary closing conditions. The offering was upsized to $1.2 billion from the originally announced aggregate principal amount of $800 million. The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. As of Sept. 30, 2020, the Company had $4.09 billion in total assets, $962.63 million in total current liabilities, $1.03 billion in total long-term liabilities, $1.38 billion in other liabilities and deferred credits, and $717.21 million in stockholders' equity. * * * As reported by the TCR on July 17, 2020, S&P Global Ratings lowered all ratings on Hawaiian Holdings Inc., including lowering the issuer credit rating to 'CCC+' from 'B', and removed them from CreditWatch, where it placed them with negative implications on March 13, 2020. S&P expects Hawaiian to generate a significant cash flow deficit in 2020 because of COVID-19's impact on air travel. HERITAGE HOTEL: Court Dismisses CCP SP Hotel's Appeal ----------------------------------------------------- Judge Kathryn Kimball Mizelle of the United States District Court for the Middle District of Florida, Tampa Division, denied CCP SP Hotel, LLC's motion for leave to appeal, and dismissed the appeal in the case captioned CCP SP HOTEL, LLC, Appellant, v. HERITAGE HOTEL ASSOCIATES, LLC, Appellee, Case No. 8:20-cv-2085-KKM (M.D. Fla.). The appellant had sought the review of a bankruptcy court order that granted Heritage Hotel Associates, LLC's motion for reconsideration of a previous order awarding default interest to the appellant's predecessor-in-interest. Appellant CCP SP Hotel is the successor-in-interest to Valley National Bank, which had extended credit to appellee Heritage Hotel Associates, LLC in June 2008. In October 2019, Heritage sought Chapter 11 protection before the bankruptcy court, and that court confirmed Heritage's plan in January 2020. On February 10, 2020, Valley timely submitted its "Application for Payment of Post-Petition Interest and Attorneys' Fees and Costs Pursuant to 11 U.S.C. Section 506(b)." On May 20, 2020, the bankruptcy court entered an order approving the award of attorney's fees and default interest to Valley but reserving the determination of that amount. The bankruptcy court later noted that this order was interlocutory because the exact amount of the accrued default interest and the allocation of other proceeds from a related sale of property were still outstanding issues. On June 4, 2020, Heritage filed a motion for reconsideration of the order that awarded Valley default interest, on the grounds that the bankruptcy court had not considered evidence, had improperly weighed evidence, and that Valley had not produced all responsive documents. On June 8, 2020, CCP acquired the secured bank debt from Valley. The next day, CCP filed a motion in opposition to Heritage's motion for reconsideration, arguing that the extraordinary circumstances required for reconsideration under Federal Rules of Civil Procedure 59 and 60 were not present and that the bankruptcy court had already reached a decision consistent with Florida contract law. On August 18, 2020, the bankruptcy court granted Heritage's motion for reconsideration of the order awarding default interest to CCP, now the successor-in-interest to Valley. The bankruptcy court described its Reconsideration Order as an interlocutory order that it had broad discretion to reconsider at any time before final judgment. The bankruptcy court granted the reconsideration motion, concluding that the equities of the case made reconsideration appropriate. On appeal to the district court, CCP sought to overturn the Reconsideration Order and reinstate the initial order awarding it default interest. It presented three questions for review: (1) First, whether the bankruptcy court applied the correct standard in determining whether to grant the Reconsideration Order. (2) Second, whether the bankruptcy court abused its discretion by ordering additional development of the record given Heritage's presentation at earlier hearings. (3) And third, whether the bankruptcy court abused its discretion by ordering additional development of the record in the light of the bankruptcy court's legal findings. Judge Mizelle determined that the Reconsideration Order was an interlocutory order over which, under 28 U.S.C. Section 158(a)(3), the district court may exercise discretionary appellate jurisdiction, with leave of the district court. The judge further explained that in the absence of textual guidance, district courts have uniformly looked to the standards in 28 U.S.C. Section 1292(b), which govern discretionary interlocutory appeals from the district courts to the court of appeals. Under that standard, CCP must show that: (1) the order presents a controlling question of law; (2) over which there is a substantial ground for difference of opinion among courts; and (3) the immediate resolution of the issue would materially advance the ultimate determination of the litigation. The judge required CCP to establish that their appeal meets all three elements. Two of the issues presented by CCP ask the district court to review for an abuse of discretion the bankruptcy court's determination to further develop the record. Judge Mizelle found that those issues necessarily present mixed questions of law and fact, and therefore they are not controlling questions of law. However, the judge also found that CCP's remaining issue is a controlling question of law. Put simply, the question is "what is the legal standard for motions to reconsider interlocutory orders of the bankruptcy court?" The judge determined that this is an "abstract legal issue" that can be decided "quickly and cleanly," However, although the proper legal standard for reconsideration of interlocutory orders is a controlling question of law, Judge Mizelle found that there is not a substantial difference of opinion regarding that particular legal issue. Accordingly, the judge held that CCP's motion failed to satisfy the second element of the Section 158(a)(3) standard to appeal an interlocutory order. Finally, Judge Mizelle held that the question of whether the bankruptcy court applied the proper standard also fails the final element. This inquiry is satisfied if the resolution of the issue presented will "'advance the ultimate termination of the litigation,'" and "the most compelling grounds for granting interlocutory appeals exist when reversal of the issue on appeal would dispose of the entire bankruptcy case," explained the judge. Judge Mizelle noted that CCP did not claim that the bankruptcy case will be disposed of by reversing the Reconsideration Order nor did it explain how resolution of this issue would substantially reduce the amount of litigation remaining in the bankruptcy court. Because the Reconsideration Order was not a final judgment and because CCP's motion failed to meet the standard required by the district court to exercise discretionary jurisdiction over interlocutory orders, Judge Mizelle denied the motion for leave to appeal. A full-text copy of Judge Mizelle's order dated January 22, 2021 is available at https://tinyurl.com/y2xu46k6 from Leagle.com About Heritage Hotel Associates Heritage Hotel Associates, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Heritage Hotel Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09946) on Oct. 21, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million, and liabilities of between $1 million and $10 million. Johnson Pope Bokor Ruppel & Burns, LLP, is the Debtor's legal counsel. Berkadia Real Estate Advisors, LLC, is the real estate agent. HOBERT K. SANDERSON: Brother Buying 2007 GMC Sierra for $3.5K ------------------------------------------------------------- Hobert Kennedy Sanderson, Jr., and Denise C. Sanderson ask the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of their 2007 GMC Sierra Classic 1500 SL Pickup Truck, VIN 2GTEK18Z971112276, to Mike Sanderson for $3,500. The Debtors are the owners of the Property. Upon information and belief, the Property is not subject to liens or interests other than the ownership interest of the Debtors. The Plan requires the Debtors to either submit a motion to approve a private sale or schedule a public auction for the liquidation of the Property, among other items, and disburse the proceeds as follows: "The proceeds of the liquidation of these assets (net of actual, reasonable and necessary costs of sale but free of other administrative expenses and exemptions) will be applied first in satisfaction of outstanding interest and then to the principal balance of the Class 10B Notes. Provided, however, that such proceeds will be applied to the payments due under the Class 10B Notes in the inverse order of maturity (i.e., applied to the balloon payments first), such that such proceeds likely will have no effect on the Debtors' obligation to make, with separate funds, the full payments under the Class 10B Notes becoming due on March 1, 2021." The Debtors ask authority to sell the 2007 GMC Sierra to the Buyer for $3,500. The parties have executed their Offer to Purchase. The vehicle is in need of a new transmission. The Buyer is the brother of the male Debtor and as such is an "insider" as defined by the Bankruptcy Code. Nevertheless, the proposed sale was negotiated in good faith and at arms-length, and the Purchase Price represents a fair and reasonable price for the Property. The best interests of the Debtors, their creditors, and the estate will be served by the allowance of the Motion. The Debtor has simultaneously with the Motion given notice to all parties in interest of their intent to sell the Property. If any person or entity claiming a lien on the Property does not object within the time allowed, they should be deemed to have consented to the sale of the Property free and clear of their interests. If any questions arise as to the validity or priority of liens against the Property, those questions should be later determined by the Court. The sale will be free and clear of any and all liens, claims, encumbrances, rights, interests and claims of record, with said liens, claims, encumbrances, rights, interests, and claims attaching to the proceeds of the sale. The proceeds should be disbursed as provided by the Plan or other orders of thes Court. The sale of the Property is being proposed subject to the following conditions, established based on negotiations with Nutrien Ag Solutions, Inc., one of the largest unsecured claimants in the case and the claimant most involved in the liquidation of the Debtors' unencumbered assets: a. Sale must close on or before close of business on Feb. 4, 2021. b. The Buyer will remit the Purchase Price by way of certified funds to the Debtors' counsel. c. The Debtors' counsel will notify the Bankruptcy Administrator and the counsel for Nutrien when the funds are received. d. If these conditions are not met before the close of business on Feb. 4, 2021, the Debtors will timely deliver the vehicle to Tugwell Auction & Realty's auction site to be auctioned at its Feb. 6, 2021, sale. Due to the time restrictions required for the sale to take place, the Debtors have filed a Motion to Shorten Response Time simultaneously with the Motion. The Debtors ask the Court to waive the 14-day stay pursuant to Rule 6004(h). Hobert Kennedy Sanderson, Jr. and Denise C. Sanderson sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 17-05040) on Oct. 13, 2017. The Debtors taaped David F. Mills, Esq., as counsel. On March 21, 2019, the Court confirmed the Debtor's Chapter 11 Plan. On Sept. 3, 2020, the Court confirmed a Modified Chapter 11 Plan. HOBERT K. SANDERSON: Feb. 3 Hearing on Sale of 2007 GMC Sierra -------------------------------------------------------------- Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina will convene a hearing on Feb. 3, 2021, at 2:00 p.m., to consider the private sale proposed by Hobert Kennedy Sanderson, Jr. and Denise C. Sanderson of their 2007 GMC Sierra Classic 1500 SL Pickup Truck, VIN 2GTEK18Z971112276, to Mike Sanderson for $3,500. The hearing will be via telephone conference. Parties can call 1-888-273-3658, and enter Access Code: 3113071# when prompted. The Objection Deadline is Feb. 3, 2021 at 1:00 p.m. The Debtors are the owners of the Property. Upon information and belief, the Property is not subject to liens or interests other than the ownership interest of the Debtors. The sale will be free and clear of any and all liens, claims, encumbrances, rights, interests and claims of record, with said liens, claims, encumbrances, rights, interests, and claims attaching to the proceeds of the sale. The proceeds should be disbursed as provided by the Plan or other orders of the Court. The Debtors will serve the Order on all parties to whom service of the Motion to Approve Consent Order is proper. Hobert Kennedy Sanderson, Jr. and Denise C. Sanderson sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 17-05040) on Oct. 13, 2017. The Debtors tapped David F. Mills, Esq., as counsel. On March 21, 2019, the Court confirmed the Debtor's Chapter 11 Plan. On Sept. 3, 2020, the Court confirmed a Modified Chapter 11 Plan. HOUSTON AMERICAN: Signs $4.8 Million Sales Agreement with Univest ----------------------------------------------------------------- Houston American Energy Corp. entered into an At-the-Market Issuance Sales Agreement with Univest Securities, LLC on Jan. 26, 2021, pursuant to which the Company may sell, at its option, up to an aggregate of $4,768,428 in shares of its common stock, par value $0.001 per share through Univest, as sales agent. Sales of the Shares made pursuant to the Sales Agreement, if any, will be made under the Prospectus Supplement, dated Jan. 26, 2021, to the Company's previously filed and currently effective shelf Registration Statement on Form S-3 (Registration No. 333-228749). Prior to any sales under the Sales Agreement, the Company will deliver a placement notice to Univest that will set the parameters for such sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Univest may sell the Shares, if any, only by methods deemed to be an "at the market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including, without limitation, sales made directly through the NYSE American or any other trading market on which the Company's common stock is listed or quoted or to or through a market maker. In addition, subject to the terms and conditions of the Sales Agreement, with the Company's prior written consent, Univest may also sell Shares by any other method permitted by law, or as may be required by the rules and regulations of the NYSE American or such other trading market on which the Company’s common stock is listed or quoted, including, but not limited to, in negotiated transactions. Univest will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares in accordance with the terms of the Sales Agreement and any applicable placement notice. The Company cannot provide any assurances that Univest will sell any Shares pursuant to the Sales Agreement. The Company made certain customary representations, warranties and covenants concerning the Company and the offering of the Shares. Pursuant to the terms of the Sales Agreement, the Company also provided Univest with customary indemnification rights, including indemnification against certain liabilities under the Securities Act. The Company will pay Univest a commission in cash equal to 3% of the gross proceeds from the sale of the Shares under the Sales Agreement, if any. In addition, the Company has agreed to reimburse Univest for its reasonable documented out-of-pocket expenses incurred in connection with the negotiation and execution of the Sales Agreement up to a maximum amount of $18,000. The offering of Shares will terminate upon the earlier of (a) the second year anniversary of the date of the Sales Agreement, (b) the sale of all of the Shares subject to the Sales Agreement and (c) the termination of the Sales Agreement by the Company or Univest. Either party may terminate the Sales Agreement in its sole discretion at any time upon written notice to the other party. About Houston American Energy Based in Houston, Texas, Houston American Energy Corp. is a publicly-traded independent energy company with interests in oil and natural gas wells, minerals and prospects. The company's business strategy includes a property mix of producing and non-producing assets with a focus on the Permian Basin in Texas, Louisiana and Colombia. Houston American reported a net loss attributable to common stockholders of $2.75 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common shareholders of $490,286 for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.12 million in total assets, $359,787 in total liabilities, and $8.76 million in total shareholders' equity. HUDSON RIVER: S&P Affirms 'BB-' ICR on Strong Earnings ------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' issuer credit and senior secured debt ratings on Hudson River Trading LLC (HRT). The outlook remains stable. HRT performed very well in 2020 with very strong net income in the first three quarters, up significantly from that of 2019 amid high market volatility and a widening of bid/ask spreads that benefitted its high-frequency trading market-making business. The expansion of HRT's trading supported earnings growth but also increased the amount of positions the firm holds overnight. This has grown the period-end balance sheet and, along with heightened market volatility, increased end-of-day value at risk (VaR) used in computing the firm's trading book market risk in our risk-adjusted capital ratio (RAC). While this has lowered HRT's RAC ratio to below our previous threshold of 10%, it has also correspondingly materially reduced intraday risk. Additionally, including 2020's much higher revenue, the RAC ratio also reflects a much higher level of operational risk, which better reflects our view of the operational risks faced by all technology-driven trading firms like HRT. As a result, S&P believes its RAC analysis better represents the firm's overall risks, such that it views a RAC ratio around 8% as supportive of S&P's ratings on the firm. S&P's ratings on HRT continue to reflect the firm's highly profitable high-frequency trading market-making franchise and adequate capitalization. It believes the firm's expansion strategy, reliance on short-term prime broker funding, and transactional principal trading revenue--which can vary quarter by quarter--partially offset these strengths. Founded in 2002, HRT is a holding company for regulated and nonregulated subsidiaries in the U.S., Europe, and Asia-Pacific. Its business consists of both principal trading and market-making of electronically traded financial products, including U.S. and international equities, fixed income, currencies, futures, options, and commodities, with some concentration in cash equities, particularly U.S. cash equities. HRT is one of the larger independent high-frequency trading firms, giving it the scale to invest in the technology necessary to stay competitive. While it is less likely over the near term, S&P believes the firm's large U.S. cash equities trading could be exposed to regulatory risk or changes in market structure. HRT uses technology to rapidly trade a very large volume of financial instruments relative to its capital, with millions of transactions per day. Like all high-frequency trading firms, HRT has elevated operational risk, in S&P's view, because it relies on complex algorithms and automated risk-management functions. The firm has many safeguards in place, including built-in limits on the amount of capital devoted to any trading strategy and automatic halts to trading strategies for a variety of reasons. HRT's trading and operational track record suggests that its risk-management practices have worked well. Further, its tangible equity provides capacity to absorb trading losses if its trading system risk controls fail. S&P said, "We view capitalization as adequate given our expectation that the firm's RAC ratio will remain around 8%. The size of the period-end balance sheet has grown considerably with the growth of the firm's trading operations, including more positions held overnight. However, we expect the retention of strong earnings to continue to build equity to the RAC ratio above 7% as HRT expands its trading operations. HRT has demonstrated significant ability and willingness to retain equity capital with an increase of over 125% in equity capital versus the same period last year. "Our issuer and debt ratings on HRT are two notches lower than the group credit profile to reflect that the debt-issuing nonoperating holding company is structurally subordinated to its operating subsidiaries and open to potential regulatory interference in dividends to the parent. "We rate the company's senior secured term loan at the same level as the issuer credit rating given the lack of higher-priority debt obligations at the holding company. "The stable outlook reflects our expectation that HRT will maintain supportive operational performance, capitalization, and liquidity as it continues to expand its trading operations and risk. Specifically, we expect the firm will maintain profitability, a RAC ratio around 8%, and adequate funding and liquidity." Over the next 12 months, S&P could lower the ratings if: -- The firm grows market risk more rapidly than expected, -- It suffers a material operating loss, -- The RAC ratio declines below 7% on a sustained basis, or -- Available liquid capital declines materially. While unlikely over the outlook horizon, S&P could raise its ratings on HRT if it increases its business diversification sufficiently to improve business stability and improves its RAC ratio above 10% on a sustainable basis. ICONIX BRAND: Regains Compliance with Nasdaq Listing Requirements ----------------------------------------------------------------- Iconix Brand Group, Inc. received written confirmation from the Nasdaq Office of General Counsel on Jan. 27, 2021 that the Company has regained compliance with The Nasdaq Stock Market's market value of publicly held securities rule, and that the Company is in compliance with other applicable listing standards as of the date thereof. The Jan. 27, 2021 letter also confirmed that the Company's pending hearing before the Nasdaq Hearings Panel has been cancelled and the Company's common stock will continue to be listed and traded on the Nasdaq Stock Market. About Iconix Brand Iconix Brand Group, Inc., owns, licenses and markets a portfolio of consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE, MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR, CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and HYDRAULIC. In addition, Iconix owns interests in the MATERIAL GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty. Iconix Brand reported a net loss attributable to the company of $111.5 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $100.52 million for the year ended Dec. 31, 2018. At Sept. 30, 2020, the Company had $445.59 million in total assets, $662.37 million in total liabilities, $25.50 million in redeemable non-controlling interest, and a total stockholders' deficit of $242.27 million. BDO USA, LLP, in New York, NY, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses and has certain debt agreements which require compliance with financial covenants. The COVID 19 pandemic is expected to have a material adverse effect on the Company's results of operation, cash flows and liquidity, including compliance with future debt covenants. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMERYS TALC: Slated to Seek Plan Confirmation in June ----------------------------------------------------- Imerys Talc America, Inc., et al., won entry of an order approving their Disclosure Statement and setting a hearing in June to consider confirmation of their Plan. The Court approved this schedule: * Voting deadline is March 25, 2021, at 4:00 p.m. (Prevailing Eastern Time); provided that the Debtors are authorized to extend the Voting Deadline for any party entitled to vote on the Plan * The deadline for confirmation objections is May 28, 2021, at 4:00 p.m. (Prevailing Eastern Time) * The Debtors' deadline to file replies to objections is June 14, 2021, at 4:00 p.m. (Prevailing Eastern Time) * The Confirmation Hearing shall be held on June 21, 22, and 23, 2021, at 10:00 a.m. (Prevailing Eastern Time) All Talc Personal Injury Claims in Class 4 of the Plan will be temporarily allowed in the amount of $1.00 in the aggregate per claimant solely for purposes of voting to accept or reject the Plan and not for any other purpose; provided that any votes that are determined by final non-appealable order, following a motion on notice and hearing, to not have been filed in good faith shall be subject to designation pursuant to Section 1126(e) of the Bankruptcy Code. Holders of Indirect Talc Personal Injury Claims may file a Rule 3018 Motion seeking temporary allowance of such holders' Claims in a different amount. Any such Rule 3018 Motion must be filed no later than Feb. 19, 2021. Settlements-Based Plan The Ninth Amended Joint Chapter 11 Plan of Reorganization is the result of extensive negotiation among the Tort Claimants Committee, the Future Claimants Representative, the Debtors, and other interested parties and seeks approval of a number of settlements that were reached during the course of the Chapter 11 Cases. These settlements were reached in order to, among other things, provide additional funding for the Talc Personal Injury Trust—the source of funds for payment of resolved Talc Personal Injury Claims: * Imerys Settlement. An agreement was reached by and among the Debtors, the Committee, the FCR, and Imerys S.A. It includes commitments by Imerys S.A.: (i) to ensure that the Debtors' assets would be sold for no less than $110 million, (ii) to contribute additional Cash of up to $75 million for the Talc Personal Injury Trust, (iii) to assign the Contributed Indemnity and Insurance Interests to the Talc Personal Injury Trust, (iv) to satisfy certain of the Debtors' administrative expenses, and (v) to provide funding of $5 million for general unsecured creditors—an amount believed to be sufficient to pay the Debtors' general unsecured creditors in full. * Rio Settlement. An agreement was reached among the Plan Proponents, Rio Tinto, and Zurich. The Rio Settlement is expected to bring, among other things, a total of $340 million in Cash and rights including the Rio Tinto/Zurich Credit Contribution to the Talc Personal Injury Trust. * Cyprus Settlement. A separate agreement was reached among the Plan Proponents and the Cyprus Parties (the "Cyprus Settlement"). The Cyprus Settlement is expected to bring, among other things, a total of $130 million in Cash and rights to the Cyprus Talc Insurance Policies to the Talc Personal Injury Trust. The Cyprus Settlement will also resolve a number of outstanding disputes among the various parties to the agreement, including pending claims and matters asserted in two separate adversary proceedings pending before the Bankruptcy Court. * Asset Sale. Another source of Cash for the Talc Personal Injury Trust is the sale of substantially all of the Debtors' assets. On Nov. 17, 2020, the Bankruptcy Court approved the sale of substantially all of the Debtors' assets to Magris Resources Canada Inc. ("Magris") for a total of $223 million in cash plus the assumption of certain additional liabilities. Margris is anticipated to consummate the sale during the first quarter of 2021. Assuming the sale to Magris closes, amounts from the sale will be used to administer the Debtors' cases and fund necessary reserves with the remainder being contributed to the Talc Personal Injury Trust. Changes to Plan Documents Imerys Talc America, Inc., and its affiliates filed an Eight Amended Joint Chapter 11 Plan of Reorganization and a Disclosure Statement on Jan. 23, 2021, to include more details regarding the treatment of tort claims and the Cyrpus settlement. The Nith Amended Plan further fine-tunes the terms of the Eight Amended Plan. The Tort Claimants' Committee has proposed the following allocation of the Cyprus Contribution after extensive internal deliberations: (a) 55% will be allocated to Mesothelioma Claimants; and (b) 45% will be allocated to Ovarian Cancer Claimants. As between the Ovarian Cancer Claimants, 30.15% of the Cyprus Contribution will be allocated to and become part of Fund A and 14.85% of the Cyprus Contribution will become part of Fund C. The FCR continues to examine the proposed allocation. Solely for purposes of this negotiated allocation, the Cyprus Contribution is deemed to include all rights and obligations under the Cyprus Talc Insurance Policies. Consummation of the proposed allocation of the Cyprus Contribution remains subject to: (i) approval of any tort claimants' committee to be appointed in the Cyprus Mines Bankruptcy; (ii) approval of any future claimants' representative to be appointed in the Cyprus Mines Bankruptcy; (iii) approval by the Bankruptcy Court in the Debtors' Chapter 11 Cases; (iv) approval by the bankruptcy court in the Cyprus Mines Bankruptcy; (v) the Effective Date; and (vi) the Cyprus Trigger Date. The final allocation will be served on any party that has filed an appearance requesting notices in the Chapter 11 Cases and any party that receives a Ballot (as defined in the Voting Procedures) to vote in the Chapter 11 Cases. The Trust Distribution Procedures divide Class 4 Talc Personal Injury Claims into three categories: (i) Ovarian Cancer A Claims; (ii) Mesothelioma Claims; and (iii) Ovarian Cancer B - D Claims; and allocates a fixed percentage of the Trust Fund and the Cyprus Contribution to each of these three Funds. Specifically, Fund A will receive a fixed allocation of 40% of the Trust Fund and 30.15% of the Cyprus Contribution; Fund B will receive a fixed allocation of 40% of the Trust Fund and 55% of the Cyprus Contribution; and Fund C will receive a fixed allocation of 20% of the Trust Fund and 14.85% of the Cyprus Contribution. Under the Plan, Class 4 Talc Personal Injury Claims will receive payment based on the Initial Payment Percentages in these ranges: (1) Fund A (Ovarian Cancer A Claimants): 0.40% to 2.34%; (2) Fund B (Mesothelioma Claimants): 3.70% to 6.24%; and (3) Fund C (Ovarian Cancer B – D Claimants): 0.30% to 1.48%. The Cyprus Settlement provides, inter alia, that: * Upon the occurrence of the Cyprus Trigger Date, and in accordance with the terms of Cyprus Settlement Agreement, the Cyprus Protected Parties (as applicable) will assign the Cyprus Talc Insurance Policy Rights15 to the Talc Personal Injury Trust. * Upon the occurrence of the Cyprus Trigger Date, and in accordance with the terms of Cyprus Settlement Agreement, the Talc Personal Injury Trust will assume all present and future obligations associated with recovering proceeds under the Cyprus Talc Insurance Policies, provided that (i) solely to the extent that the Talc Personal Injury Trust asserts any claim as assignee of a Cyprus Protected Party bound by the PDC Agreement, the Talc Personal Injury Trust will abide by the terms of the PDC Agreement and (ii) unless otherwise stated in the Plan or the Cyprus Settlement Agreement, such obligations shall not include any obligations undertaken by any Cyprus Protected Party in any settlement agreement or other contract compromising or releasing any rights under any Cyprus Talc Insurance Policy. * Upon the occurrence of the Cyprus Trigger Date, and in accordance with the terms of Cyprus Settlement Agreement, the appropriate Cyprus Protected Parties shall each execute and deliver to the Talc Personal Injury Trust, in a form reasonably acceptable to the Talc Personal Injury Trust, an assignment to the Talc Personal Injury Trust of: (i) all of their rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), reimbursement, or subrogation against any Person relating to the payment or defense of any Talc Personal Injury Claim or other past talc-related claim channeled to the Talc Personal Injury Trust prior to the Cyprus Trigger Date (the "Cyprus Credits"), and (ii) all of their rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), reimbursement, or subrogation against any Person relating to any other Talc Personal Injury Claim or other claims channeled to the Talc Personal Injury Trust (the "Cyprus Future Credits"); provided, however, that the assertion of the Cyprus Credits or Cyprus Future Credits against a Protected Party shall be subject to the Channeling Injunction and nothing herein shall impact the injunctions and releases otherwise inuring to the benefit of the Cyprus Protected Parties under the terms of the Plan or the Cyprus Mines Plan; provided further that, for the avoidance of doubt, the foregoing shall not include, and the assignment of such rights shall not impair, the rights of any Talc Insurance Company. A copy of the Order Approving the Disclosure Statement and Solicitation Procedures entered Jan. 27, 2021, is available at https://bit.ly/2L2Gi8i A copy of the Ninth Amended Disclosure Statement dated Jan. 27, 2021, at https://bit.ly/3pASEnk Counsel for the Debtors: Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. Brett M. Haywood, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com merchant@rlf.com steele@rlf.com haywood@rlf.com Jeffrey E. Bjork, Esq. Kimberly A. Posin, Esq. Helena G. Tseregounis, Esq. Shawn P. Hansen, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue, Suite 100 Los Angeles, California 90071-1560 Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: jeff.bjork@lw.com kim.posin@lw.com helena.tseregounis@lw.com shawn.hansen@lw.com - and - Richard A. Levy, Esq. 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 E-mail: richard.levy@lw.com Counsel for the Tort Claimants' Committee: Natalie D. Ramsey, Esq. Mark A. Fink, Esq. ROBINSON & COLE LLP 1201 North Market Street, Suite 1406 Wilmington, Delaware 19801 Telephone: (302) 516-1700 Facsimile: (302) 516-1699 E-mail: nramsey@rc.com mfink@rc.com - and - Michael R. Enright, Esq. 280 Trumbull Street Hartford, Connecticut 06103 Telephone: (860) 275-8290 Facsimile: (860) 275-8299 E-mail: menright@rc.com Counsel for the Future Claimants' Representative: Robert S. Brady, Esq. Edwin J. Harron, Esq. Sharon M. Zieg, Esq. YOUNG CONAWAY STARGATT & TAYLOR LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: rbrady@ycst.com eharron@ycst.com szieg@ycst.com Counsel for Imerys S.A.: Christopher Kiplok, Esq. Dustin P. Smith, Esq. Erin Diers, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 837-6000 Facsimile: (212) 422-4726 E-mail: christopher.kiplok@hugheshubbard.com dustin.smith@hugheshubbard.com erin.diers@hugheshubbard.com About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. Its talc operations include talc mines, plants and distribution facilities located in Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, Calif., and Roswell, Ga. Imerys Talc America and two subsidiaries, namely Imerys Talc Vermont, Inc. and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole LLP. IMPERIAL ROI: $250K Sale of Four Gatesville Properties Approved --------------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized Imperial ROI, Inc.'s sale of the following real properties secured by KSD, LLC, located in Gatesville, Texas: (i) 704 Golf Course Road to 4 Summits, LLC and or assigns for $60,000; (ii) 706 Golf Course Road to 4 Summits and or assigns for $60,000, (iii) 1809 E. Leon Street to Bridgewalk, Inc. for $65,000; and (iv) 1303 Pleasant Street to Bridgewalk for $65,000. The sale is free and clear of all lien claims and encumbrances. The sale approved by the Order as to the lien held by KSD its successors and/or assigns, a secured creditor in the case with a total claim good through Feb. 2, 2021 (inclusive of principal interest, attorney's fees and costs), of $224,376, is approved per Section 363(f)(3). If the proceeds from the sale, after covering costs of sale and the payment of ad valorem taxes through 2020, is insufficient to pay the KSD Secured Claim in full by Feb. 1, 2021, then none of the sales will close. If the condition as to the KSD Secured Claim is met, then all of the sales will close by Feb. 1, 2021 (and any necessary intermediate partial releases as may be required, will be executed by KSD on account of the KSD Secured Claim total payoff condition being met), and the proceeds attributable the sequential sales of the Properties will be cumulatively distributed as follows: (a) Closing costs and ad valorem taxes due through 2020 as to each of the Properties; (b) $224,376 from those sales to pay the KSD Secured Claim which total will be split amongst the properties securing the KSD Secured Claim as follows: (i) 1303 Pleasant (P&I portion) - $52,690, (ii) 1303 Pleasant (Fee portion) - $3,140, (iii) 706 Golf (P&I portion) - $52,704, (iv) 706 Golf (Fee portion) - $3,164, (v) 704 Golf (P&I portion) - $52,242, (vi) 704 Golf (Fee portion) - $3,136, (vii) 1809 Leon (P&I portion) - $54,077, and (viii) 1809 Leon (Fee portion) - $3,223; (c) Financing points and related costs to third parties who are neither insiders or affiliates of the Debtor; and (d) Any excess will be paid per the Settlement Sheets, to either borrower or seller as so designated. Nothing in the Order affects or alters the Court's Order Regarding Motions to Lift the Automatic Stay at Docket No. 212 or KSD's posted foreclosure sale on Feb. 2, 2021, if the KSD Secured Claim is not paid by a title company check in the sum of $224,376 by 10:00 a.m. on Feb. 2, 2021, in which case, KSD may foreclose on Feb. 2, 2021, or any date thereafter at its sole discretion. About Imperial ROI Imperial ROI, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-31868) on July 6, 2020, listing under $1 million in both assets and liabilities. Hon. Harlin D. Hale oversees the case. Rochelle McCullough, LLP is the Debtor's counsel. INNOVATIVE SOFTWARE: Seeks to Hire Van Horn Law Group as Counsel ---------------------------------------------------------------- Innovative Software Solution, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, PA as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties and the continued management of its business operations; (b) advise the Debtor regarding its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm will require an initial retainer in the amount of $5,000, plus a filing fee of $1,717. The hourly rates of the firm's counsel and staff are as follows: Chad Van Horn, Esq. $450 Associates $350 Jay Molluso $250 Law Clerks $175 Paralegals $175 Chad Van Horn, Esq., Melissa Goolsarran Ramnauth, Esq., and Justin Henning, Esq., members and associates of Van Horn Law Group, disclosed in court filings that the firm and its associates are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Chad Van Horn, Esq. Van Horn Law Group, PA 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Email: Chad@cvhlawgroup.com About Innovative Software Solution Innovative Software Solution, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-10538) on Jan. 20, 2021. Natalie Frazier, president, signed the petition. Judge Scott M. Grossman oversees the case. Van Horn Law Group, PA serves as the Debtor's legal counsel. INTELLIGENT PACKAGING: Leaktite Deal No Impact on Moody's B3 CFR ---------------------------------------------------------------- Moody's Investors Service commented that Intelligent Packaging HoldCo Issuer LP's (IP Holdco) announced acquisition of Leaktite Corporation is credit positive but has no impact on the company's B3 corporate family rating and stable outlook. IP Holdco and its operating subsidiaries provide plastic packaging and containers used in the food, consumer, agricultural, logistics and environment end markets. Pro forma for the recent acquisitions, annual revenue is expected to be about $800 million. ITHRIVE HEALTH: Gets Court Approval to Hire Accountant ------------------------------------------------------ iThrive Health LLC received approval from the U.S. Bankruptcy Court for the District of Maryland to employ Larry Strauss, Esq., CPA & Associates, Inc. as its accountant. The Debtors require the assistance of accountants to prepare tax returns and to provide general accounting services. The hourly rates of the firm's counsel and staff are as follows: Partners $430 Managers $335 Supervisors $295 Seniors $240 Staff $140 In addition, the firm will seek reimbursement for expenses incurred. The Debtor requested a retainer of $3,750. The Debtor believes that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Larry Strauss Larry Strauss, Esq., CPA & Associates, Inc. 2310 Smith Ave. Baltimore, MD 21209 Telephone: (410) 484-2142 Facsimile: (443) 352-3282 About iThrive Health Bethesda, Md.-based iThrive Health, LLC is a pharmacy that provides prescription drugs, over-the-counter medications, individualized nutrition, and healthy living products. It conducts business under the name Village Green Apothecary. Visit https://myvillagegreen.com for more information. iThrive Health filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-21017) on Dec. 28, 2020. Marc Isaacson, managing member, signed the petition. At the time of filing, the Debtor disclosed $1,015,452 in assets and $6,499,080 in liabilities. Judge Thomas J. Catliota oversees the case. The Debtor tapped McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. as legal counsel and Larry Strauss, Esq., CPA & Associates, Inc. as accountants. J.B. WHALEN: Hires Stanley A. Zlotoff as Counsel ------------------------------------------------ J.B. Whalen Dairy Farming, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Stanley A. Zlotoff, a Professional Corporation, as counsel to the Debtor. J.B. Whalen requires Stanley A. Zlotoff to: (a) give the Debtor legal advice with respect to its powers and duties as debtor in possession in the continued management of its property; (b) prepare necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for the Debtor as debtor in possession which may be necessary herein. Stanley A. Zlotoff will be paid at the hourly rate of $350, and a retainer of $2,262. Stanley A. Zlotoff will also be reimbursed for reasonable out-of-pocket expenses incurred. Stanley A. Zlotoff, partner of Stanley A. Zlotoff, a Professional Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stanley A. Zlotoff can be reached at: Stanley A. Zlotoff, Esq. STANLEY A. ZLOTOFF, A PROFESSIONAL CORPORATION 300 S. First St. Suite 215 San Jose, CA 95113 Tel: (408) 287-5087 Fax: (408) 287-7645 About J.B. Whalen Dairy Farming J.B.Whalen Dairy Farming L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 20-51756) on December 17, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Stanley Zlotoff, Esq. JACOBSON HOTELS: Trustee Selling Shenandoah Property for $3.45M --------------------------------------------------------------- Jarrod Martin, the Subchapter V trustee appointed in the Chapter 11 case of Jacobson Hotels, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the real property located at 18484 Interstate 45, in Shenandoah, Texas, to Divergent Capital Partners Holdings, LLC for $3.45 million. A hearing on the Motion is set Feb. 23, 2021, at 11:00 a.m. The hearing will be by the video link, ttps://www.gotomeet.me/JudgeNorman, and audio by dial in 1-712-770-8095 and conference code 159497, further information is available at https://www.txs.uscourts.gov/page/united-states-bankruptcy-judge-jeffrey-p-norman. Objections, if any, must be filed within 21 days of the date the Motion was served. The Debtor listed on Schedule A/B 55.1 the Property described as Baymont Inn & Suites. Texas Gulf Bank, N.A. ("TGB") filed a secured Proof of Claim for a mortgage loan. Pre-petition ad valorem taxes are also outstanding. Current ad valorem taxes will be prorated at closing between the Trustee, as Seller, and the Buyer. Past due ad valorem taxes, if any, will be paid at closing. The U.S. Small Business Administration also filed a secured Proof of Claim. The SBA loan is subordinate to the TGB loan and to the pre-petition ad valorem taxes. There will not be sufficient funds to pay the SBA loan. Additionally, TDCK Architects, Inc. filed a Mechanics and Materialmen's Lien in the real property records of Montgomery County, Texas. There will be no funds available to pay the lien. With the Court's approval, the Trustee employed real estate broker The J. Beard Co., LLC to market the property. The Broker advised the Trustee regarding an appropriate list price for the Property. The Property condition was taken into consideration in determining the appropriate list and sales prices. The Trustee visited the property and conducted an inspection with the Broker. He understands through the Broker that several parties inquired of and visited the Property in connection with the sale listing, but in the Trustee's business judgment, the offer was the best offer to purchase the Property. The Trustee and the Buyer negotiated the offer at arms'-length. The Buyer's due diligence period expired, and the Buyer made the additional earnest money deposit. The Trustee asks approval of the sale as set forth. The Trustee executed an earnest money contract, the "Commercial Contract- Improved Property," from the Buyer. The Buyer made an offer of $3.45 million to purchase the Property. The Trustee accepted the offer subject to the Court's approval. Under the terms of the Contract, the Property will be sold and deeded to the Buyer by special warranty deed in form acceptable to the Trustee, without any representations or warranties, upon receipt of cash at closing. The sale will be free and clear of all liens, claims, encumbrances and other interests. The Trustee anticipates sufficient funds to pay the closing costs and pre-petition ad valorem taxes, with current year ad valorem taxes being prorated at closing without post-closing true-up. All other valid liens, claims, encumbrances and other interests, if any, will attach to the net proceeds of sale, subject to the Trustee's rights under the Bankruptcy Code and Rules. Any entity and/or person receiving notice of the Motion who asserts a lien, claim, interest and/or encumbrance against the Property and/or the proceeds of the sale (other than Texas Gulf Bank, N.A. and the ad valorem taxing authorities) must object to the Motion as provided under the Notice or will otherwise be deemed to have accepted the Motion and not oppose the sale free and clear under §363 (f). The Trustee asks authority to pay at closing the broker's commission of 5% of the sales price, under the terms of the Commercial Contract-Improved Property and to pay at closing the usual, customary and reasonable closing costs paid by a seller of real estate, as will be itemized on the HUD-1 Settlement Statement (or similar document) prepared by the title company, including but not limited to the cost of an owners' title policy, current year ad valorem tax proration, past due ad valorem taxes, title company fees, and recording fees. All net proceeds remaining after those deductions will be paid to the Trustee for distribution upon further order of the Court. On Jan. 22, 2021, the Trustee provided a draft copy of the instant Motion to the counsel for the secured lienholders who have filed claims in the case, as well as the counsel for the Debtor. No response was received. Since secured claims are asserted to be greater than the total sales price, the Trustee reserves any and all rights of the estate under 11 U.S.C. §506 (c) regarding payment of the closing costs described, as well the other administrative expenses related to the sale, including but not limited to, trustee and professional compensation. A copy of the Agreement is available at https://tinyurl.com/yxf83qxg from PacerMonitor.com free of charge. The Purchaser: DIVERGENT CAPITAL PARTNERS HOLDINGS, LLC Attn: David Lewis P.O. Box 521 Spring, TX 77383-0521 Telephone: (281) 636-5511 E-mail: dcapitalpartners@gmail.com About Jacobson Hotels Shenandoah, Texas-based Jacobson Hotels, Inc. filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33957) on Aug. 4, 2020. In the petition signed by Grace L. Jacobson, director, the Debtor disclosed $5,757,149 in assets and $3,850,120 in liabilities. The Hon. Jeffrey P. Norman presides over the case. Devine Law Firm, PC, serves as bankruptcy counsel to the Debtor. Jarrod B. Martin was appointed as Subchapter V trustee in the Debtor's Chapter 11 case. The trustee tapped Byman & Associates, PLLC as his legal counsel and KenWood & Associates as his accountant. JIM'S DISPOSAL: Asks Court to Extend Plan Exclusivity Thru April 9 ------------------------------------------------------------------ Debtor Jim's Disposal Service, LLC requests the U.S. Bankruptcy Court for the Western District of Missouri to extend by 60 days the exclusive period during which the Debtor may file and solicit acceptances of Chapter 11 Plan to April 9, 2021, and June 4, 2021, respectively. This is the Debtor's fourth motion for extension of time. The Debtors, Jim's Disposal Service, LLC, and Byrdland Properties, LLC, were substantively consolidated under the Jim's Disposal Service, LLC case, Case No. 20-40050, on July 8, 2020. The Consolidated Debtor continues to operate its business and manage its affairs as a debtor-in-possession pursuant to 11 U.S.C. § 1107(a) and 1108. The Debtor operates a waste management business and the Debtor has and continues to make concrete efforts in streamlining its operations, improving efficiency, selling assets, and boosting sales. On December 29, 2020, the Debtor sold assets, including its waste transfer station, for over $4,600,000, paying the Debtor's largest secured creditors over $4.2 Million. In addition, the Debtor has filed a motion to approve the sale of real property located at 3738 Gardner Avenue, in Kansas City, Missouri, for $1.5 Million, which will pay off Debtor's largest secured creditor, Security Bank of Kansas City, in full. The Debtor also anticipates securing additional service contracts with private companies and public agencies within the next several weeks. In order to propose a feasible plan based on realistic revenue projections, the Debtor needs additional time to complete the sale of the Gardner property and finalize the details of new service contracts. No creditor has expressed an interest in proposing a plan to date, so it appears that no creditor or party in interest will be harmed by the extension of exclusivity requested by the Debtor. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/2M0tHDn at no extra charge. About Jim's Disposal Service Jim's Disposal Service, LLC, a company that specializes in residential waste solutions, filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 20-40050) on January 6, 2020. At the time of the filing, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Brian T. Fenimore oversees the case. Larry A. Pittman, II, Esq., and Robert Baran, Esq., at Mann Conroy, LLC, are the Debtors' bankruptcy attorneys. JODY RANDOLPH: Rugeley Represents FirstCapital and TCCU ------------------------------------------------------- In the Chapter 11 cases of Jody Randolph Wade, et al, Hank Rugeley of the law firm of Davison Rugeley, L.L.P., submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that he is representing FirstCapital Bank of Texas, N.A., and Texoma Community Credit Union. Hank Rugeley has represented FirstCapital Bank of Texas, N.A., including its predecessor, in proceedings involving each of the three Debtors, both before and after the filing of these bankruptcy proceedings. Attorney Hank Rugeley has represented FirstCapital Bank of Texas, N.A., and its predecessor for many years in various matters. The nature of the interest of FirstCapital as to the Debtors is the judgment claims set forth in the proof of claims, which includes liens or security interest in certain vehicles, equipment, inventory, and accounts of the Debtors. Mr. Rugeley has been retained to represent Texoma Community Credit Union as to the Jody Randolph Wade bankruptcy involving its secured claim as shown on its proof of claim. The nature of the connection of TCCU to Mr. Wade is the secured claim set forth in the proof of claim. Both FirstCapital and TCCU are fully advised with respect to his concurrent representation and each has consented to the concurrent representation. There is no conflict of interest between FirstCapital and TCCU in these bankruptcy cases. Counsel can be reached at: DAVISON RUGELEY, L.L.P. Hank Rugeley, Esq. 900 Eighth Street, Suite 1102 Wichita Falls, TX 76301 Tel: (940) 766-1388 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3iYZ2lC The Chapter 11 case is In re JODY RANDOLPH WADE, et al (Bankr. N.D. Tex Case No. 20-70309). JSAA REALTY: Lee Trust Objects to Disclosure Statement ------------------------------------------------------ Hak Man Lee Trust objects to the Disclosure Statement filed by debtor JSAA Realty, LLC. Lee Trust is a secured creditor of debtor JSAA Realty, LLC, pursuant to the transfer of Court Claim Number 2 filed on Dec. 1, 2020. The Lee Trust holds a promissory note originally taken out on Nov. 16, 2016, with an amended principal balance of $465,000 and a balloon payment due on July 1, 2022. The note is secured by a deed of trust of even date recorded in the real property records of Dallas County securing the property located at 11505 Anaheim Street, Dallas, Texas 75229. Lee Trust claims that JSAA Realty provides no insight as to what events led to it being unable to pay the loan now held by Lee Trust that was only taken out 4 years prior to the default while it is undisputed that the bankruptcy was filed to stop a lawful foreclosure sale. Lee Trust points out that JSAA Realty describes that it has a long-term tenant (JSAA Enterprises) paying $6,000 a month in rent but fails to provide any further detail of the lease. By way of example, JSAA Realty fails to disclose the length of the lease, requirement to contribute to the maintenance and/or renovations, and any additional terms. Lee Trust asserts that the Debtor fails to provide insight as to the future of the JSAA Realty. It appears that they will use funds, from sources not listed, to continue renovations on the Property so it can be turned into a nightclub. Lee Trust further asserts that the Debtor claims that the tenant (JSAA Enterprises) is responsible for payment of the Property taxes, but even a cursory review of the claims filed in this bankruptcy case show that the tenant has not been paying the property taxes. Lee Trust states that the Debtor describes the Property as being worth nearly 2 million dollars. However, the Debtor fails to explain what the potential rental value of the Property would be. Lee Trust says that Debtor also fails to explain the relationship it has with the junior lienholder East Bay, Inc., and John Coil. John Coil previously received a criminal indictment for his adult video operations. As part of the plea agreement, Coil apparently agreed to forfeit all his enterprise properties within the State of Texas. A full-text copy of Lee Trust's objection dated Jan. 21, 2021, is available at https://bit.ly/3iZkVS8 from PacerMonitor.com at no charge. Counsel for Lee Trust: TAHERZADEH, PLLC Scott H. Crist sc@taherzlaw.com 15851 N. Dallas Parkway, Suite 410 Addison, Texas 75001 Tel. (469) 792-6800 Fax. (469) 828-2772 About JSAA Realty JSAA Realty, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the owner of a fee simple title to a property located at 11505 Anaheim Drive, which is valued at $2.2 million. JSAA Realty filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32504) on Oct. 2, 2020. Arpit Joshi, managing member, signed the petition. At the time of the filing, the Debtor disclosed $2.2 million in assets and $651,046 in liabilities. Eric A. Liepins, P.C., serves as the Debtor's legal counsel. JUAN L. LARINO: Owens and MCPI Buying Newark Property for $400K --------------------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on Feb. 23, 2021, at 11:00 a.m., to consider Juan Luis Larino's sale of his interest in the real property located at 160-178 Jelliff Avenue, in Newark, New Jersey, to Owens Homes, LLC and MCPI, LLC for $400,000. A hearing on the Motion is set for Feb. 16, 2021, at 11:00 a.m. The Debtor and co-owner, Neil Gelardo, jointly own the Property. The Property is located in the Ironbound section of Newark, New Jersey. The 2,762 sq. ft. property is a mixed used property and industrial lot with a warehouse located on the first floor and a single residential apartment on the second floor. Prior to the Petition Date, the Debtor and the co-owner were attempting to sell the Property, but the Internal Revenue Service filed liens in the amount of $935,626 against the Debtor, the co-owner, and Property. Thus, the Debtor filed for bankruptcy with the intention of selling the Property and using the funds to cure the tax arrears owed to the IRS. Subject to Court authorization, the Debtor has entered into a contract for the sale of the Property to the Buyers for a purchase price of $400,000. The sale of the Property was approved previously on July 21, 2020 but the sale was never consummated. The Liens that may encumber the Property include: a. Any and all unpaid property taxes; b. Any and all unpaid municipal charges for water and/or sewer; c. First Mortgage lien held by Galaxy General Contacting Corp. in the amount of $165,000; d. Federal tax lien in favor of the Internal Revenue Service in the amount of $935,626 (Proof of Claim No. 1); e. Judgment lien in favor of the State of New Jersey Worker's Compensation Dept. in the amount of $155,160 (DJ-091451-2018); and f. The joint ownership rights of Neil Gelardo. The pertinent terms of the Purchase Agreement are: a. 160-178 Jelliff Avenue, Newark, NJ: i. Purchase Price: $400,000 - Deposit: $40,000 (due upon execution of the contract for sale), Amount of Mortgage: n/a, Balance due at closing: $360,000 (cash transaction) ii. Purchasers: Owens Homes, LLC and MCPI, LLC iii. Time and Place of Closing: TBD iv. Inspection. The Sellers agree to permit purchaser to inspect the property at any reasonable time prior to closing. v. Ownership. The Sellers agree to transfer and the purchaser agrees to accept ownership of the property free of all claims and rights of others except: i) rights of utility companies; and ii) recorded agreements which limit the use of the property. vi. Type of deed. Bargain and Sale with covenants against grantor's acts. vii. Personal Property and Fixtures: All fixtures are included except for tenant's personal property. viii. Physical Condition of the Property: The Property is being sold "as is." ix. Inspection of the Property: The Sellers agree to permit purchaser to inspect the property at any reasonable time prior to closing. x. Flood Area: If the Property is in a “flood area” the Purchaser may cancel the Purchase Agreement xi. Cancellation of Purchase Agreement. If the contract is legally and rightfully canceled, the Buyer can get back the deposit and the parties will be free of liability to each other. xii. Risk of Loss: The Sellers are responsible for any damage to the Property, except for normal wear and tear, until closing. xiii. Adjustments at Closing: The Purchasers and the Sellers agree to adjust the following expenses as of the closing date: rents, municipal water charges, sewer charges and taxes. xiv. Sale is Subject to the following. All tenancies present at the time of closing; restrictions and easements of record xv. Possession: At the closing Sellers will deliver the entire premises in the condition present at the execution of this contract, subject only to existing tenancies: (1) Warehouse: Blue Carpentry, LLC, (2) Office: The Sellers to remain as tenant occupying office space for a term of 3 years with 3 year option, (3) Apt. 1: Karen Dacruz, (4) Apt. 2: Cristina Martins - The Sellers agree to notify the tenant occupying the apartment # 2 of Purchaser's intent to personally occupy said apartment in accordance with all legal requirements. b. Realtor's Commission: The Sellers agree to pay the Realtor's commission for services rendered in procuring the sale as follows: JD Goldfish, LLC, 12 Saddlemount Ave., Warren, NJ 07059. c. Oil Tank Representations: The Sellers represent that the premises are heated by natural gas and have been so heated during their term of ownership. They represent that to the best of their knowledge there are no heating oil tanks on the Property and that no oil tank was removed from the Property during the term of ownership. In the event that an abandoned underground tank should exist, the Seller will remove or decommissioned same at his sole cost and expense up to the sum of $2,000. In the event the cost exceeds $2,000 then either the Sellers or the Purchasers may pay for the amount in excess, or Purchaser may declare the Contract of Sale null and void. d. Seller Representations: The Sellers represent that the premises are heated by natural gas and have been so heated during their term of ownership. They further represent that to the best of their knowledge there are no heating oil tanks on the premises and that no oil tank was removed from the property during the Sellers term of ownership. e. Covenants: The Sellers will maintain the Property and the personal property therein in substantially the same condition as the "as is" condition thereof. They will not market any vacant space at the Property for lease. They will not voluntarily further encumber the Property between the date thereof and the closing. The co-owner has demonstrated, by his execution of the Purchase Agreement, that he has consented to the proposed sale. The Debtor asserts that given the goal by the parties in the case to sell the Property and bring the case to conclusion in the short term, there is cause to waive the stay and the Debtor asks that upon approval of the sale, the 14-day period pursuant to Rule 6004(h) be waived by the Court. A copy of the Contract is available at https://tinyurl.com/y3ok6twz from PacerMonitor.com free of charge. Juan Luis Larino sought Chapter 11 protection (Bankr. D. N.J. Case No. 19-30898) on Nov. 4, 2019. The Debtor tapped David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens as counsel. KAISER AND ASSOCIATES: Seeks Approval to Tap Bankruptcy Counsel --------------------------------------------------------------- Kaiser and Associates, DDS, PA seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Stubbs & Perdue, PA from December 16, 2020 to December 31, 2021 and Everett Gaskins Hancock LLP from and after January 1, 2021 as bankruptcy counsel. The Debtor has selected Everett Gaskins Hancock because William Kroll, Esq., the lead attorney at Stubbs & Perdue, has transitioned to Everett Gaskins Hancock effective January 1, 2021. The law firms will render these legal services: (a) Take all actions necessary to authorize the use of cash collateral pursuant to Section 363 of the Bankruptcy Code; (b) Advise the Debtor regarding its powers and duties in the continued management, operation, and reorganization of its business; (c) Review claims asserted against the Debtor by its creditors, equity holders, and parties-in-interest; (d) Represent the Debtor's interests at the meeting of creditors under Section 341 of the Bankruptcy Code; (e) Attend meetings, conferences, and negotiations with representatives of creditors and other parties-in-interest; (f) Review and examine, if necessary, any and all transfers which may be avoided under the appropriate provisions of the Bankruptcy Code; (g) Take necessary actions to protect and preserve the Debtor's estate; (h) Prepare legal papers; (i) Prepare a plan of reorganization, disclosure statement, and all related agreements and/or documents; (j) Represent the Debtor in connection with any potential post-petition financing; (k) Advise the Debtor in connection with the sale or liquidation of any assets and property to third parties; (l) Appear before the bankruptcy court, appellate court, and the Office of the Bankruptcy Administrator; (m) Represent the Debtor with respect to any general, corporate, or transactional matters that arise during the course of the administration of the bankruptcy case; and (n) Assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of any corporate transactions. The primary attorneys and paralegals expected to provide services to the Debtor and their respective hourly rates are as follows: William H. Kroll, Attorney $350 James M. Hash, Attorney $350 Mindy T. Lee, Paralegal $125 In addition, the firms will seek reimbursement for expenses incurred. Stubbs & Perdue received a $5,000 retainer on Nov. 16, 2020 and another $5,000 on Dec. 16, 2020 from Dr. Sepehr Kaiser, the Debtor's president, for representation of court cases in the U.S. Bankruptcy Court of the Eastern District of North Carolina and the Middle District of North Carolina. Mr. Kroll disclosed in court filings that the firms are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firms can be reached through: William H. Kroll, Esq. Stubbs & Perdue, P.A. 310 Craven Street P.O. Box 1654 New Bern, NC 28563-1654 Telephone: (252) 633-2700 Facsimile: (252) 633-9600 Email: tstubbs@stubssperdue.com - and – William H. Kroll, Esq. Everett Gaskins Hancock LLP 220 Fayetteville Street, Suite 300 P.O. Box 911 Raleigh, NC 27602 Telephone: (919) 755-0025 Facsimile: (919) 755-0009 Email: bill@eghlaw.com About Kaiser and Associates Kaiser and Associates, DDS, P.A. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-00072) on Dec. 16, 2020, listing under $1 million in both assets and liabilities. Judge David M. Warren oversees the case. William H. Kroll, Esq. at Everett Gaskins Hancock LLP represents the Debtor as legal counsel. KIDS FIRST: Wins Cash Collateral Access Thru April 3 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, has authorized KIDS FIRST Swim Schools, Inc. to: -- use on an interim basis through April 3, 2021, cash collateral in which WesBanco Bank, Inc. and Bank of America, N.A. assert security interests; and -- provide adequate protection. The Debtor is authorized to use Cash Collateral in the ordinary course to pay operating expenses for the period commencing February 2, 2021 through April 3, 2021, in accordance with a budget. As adequate protection for the use of Cash Collateral, the Debtor will: (a) pay the amount of $4,905.05 to WesBanco for its February 2021 adequate protection payment and each month thereafter during the Interim Period; and (b) pay to BOA an amount equal to interest payments on the loan as adequate protection so long as BOA reserves all of its rights, remedies and/or recourse as to any co-obligors on the line of credit as well as any priority disputes it may have as to WesBanco, and thereafter, pay the same interest monthly per the Budgets. The interest rate is calculated on a 360-day year basis at Prime plus 0.5% on the principal balance of $500,000, which, for September 2020 and all months thereafter, is $1,615.00 per month, with the balance of the escrowed funds being returned or otherwise made available to the Debtor for use in accordance with the Budgets; (c) file its monthly operating reports in a timely manner setting forth its income, expenditures and use of Cash Collateral in compliance with the Budgets; (d) keep its assets in good working order, maintenance and repair; and (e) grant WesBanco and BOA, to the extent either is fully secured, replacement liens on the same assets on which they held prepetition liens. A further hearing on the Debtor's continued use of Cash Collateral will be held on March 29 at 3:00 p.m. A copy of the Order and Budget through April 3 is available at https://bit.ly/3okTUtd from PacerMonitor.com. About KIDS FIRST Swim Schools, Inc. Based in Fallston, Md. -- https://kidsfirstswimschools.com -- KIDS FIRST Swim Schools, Inc. is a provider of year round warm water swimming instruction, operating 37 locations across seven states. KIDS FIRST Swim Schools sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 20-18161) on Sept. 3, 2020. In the petition signed by Gary L. Roth, president, the Debtor disclosed $7,003,878 in assets and $2,846,065 in liabilities. Judge David E. Rice oversees the case. Yumkas, Vidmar, Sweeney & Mulrenin, LLC is the Debtor's legal counsel. McNamee Hosea is counsel for WesBanco Bank, Inc. Law Offices of Shannon J. Posner, P.A is counsel for Bank of America, N.A. KIMBLE DEVELOPMENT: Plan Exclusivity Extended Until April 6 ----------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana extended the periods in which the Debtor Kimble Development Baton Rouge I LLC, may file a chapter 11 plan through and including April 6, 2021, and to solicit acceptances through and including June 7, 2021. The Debtor is authorized to continue to operate its business and manage its properties and the Debtor is currently working with the real estate brokers to market and sell its property, a shopping center. The Debtor submits that good-faith progress in marketing the Debtor's shopping center has been made to date, warranting an extension and that an extension will not prejudice any parties in interest. Moreover, the extension does not exceed the 18-month limitation for the exclusive period to file a plan or the 20-month limitation to obtain acceptances for a plan. The extension will give the Debtor sufficient time to market and sell its property, and be able to propose and confirm a plan of reorganization. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3t0iKC5 at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/3poAUeN at no extra charge. About Kimble Development Baton Rouge I Kimble Development Baton Rouge I LLC is a Louisiana-limited liability company that owns and operates a shopping center complex located in Baton Rouge. The Debtor filed for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 20-10632) on September 8, 2020. The case is assigned to Judge Douglas D. Dodd. The Debtor is represented by Cherie Dessauer Nobles, Esq., at Heller, Draper, Patrick, Horn & Manthey, L.L.C. KRISJENN RANCH: Seeks April 12 Plan Exclusivity Extension --------------------------------------------------------- KrisJenn Ranch, LLC, KrisJenn Ranch LLC, Series Pipeline ROW, and KrisJenn Ranch, LLC Series Uvalde Ranch ask the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to extend the periods within which they have the exclusive right to file Chapter 11 plans until April 12, 2021, and solicit and confirm their plans until June 28, 2021. Debtors, KrisJenn Ranch, LLC and Series Uvalde Ranch purchased the KrisJenn Ranch in 2013 for $3,952,000 and then invested an additional $840,000 in the Ranch. The Ranch derives its income from the sale of cattle and a white-tail deer hunting lease operation. The Ranch and a 60-mile pipeline and right of way are encumbered by a $5.9 million loan from Mcleod Oil related to an investment in a pipeline and its right of way. Longbranch Energy, L.P. and DMA Properties, Inc. have claimed disputed interests in the Pipeline. The Debtors tell the Court the issues regarding the pipeline are being litigated in Adversary Number 20-05027, which was set for trial on December 7, 2020. The trial date was later continued to January 11, 2021, and after several days of trial, was continued to February 11, 2021, because several members of the Plaintiffs contracted Covid 19. The Debtors say they need to resolve the litigation to determine the terms for their plan of reorganization. The Debtors contend that their exclusivity period is currently set to expire on February 11, 2021, the same day the related adversary trial is set to resume. The Debtors further contend that once the litigation is resolved, a confirmable plan will be promptly filed. About KrisJenn Ranch KrisJenn Ranch, LLC, a privately held company in the livestock farming industry, KrisJenn Ranch, LLC Series Uvalde Ranch and KrisJenn Ranch, LLC Series Pipeline Row sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 20-50805) on April 27, 2020. At the time of the filing, KrisJenn Ranch, LLC disclosed total assets of $16,246,409 and total liabilities of $6,548,315. Judge Ronald B. King oversees the cases. Muller Smeberg PLLC is the Debtors' legal counsel. L'OCCITANE INC: Gets Court Permission to Reject 28 U.S. Leases -------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that the bankrupt U.S. unit of L'Occitane International SA received court permission to reject 28 leases as part of a Chapter 11 restructuring that will pare down its beauty and bath product stores. Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey approved the request at L'Occitane Inc.'s first-day hearing on Jan. 28, 2021, along with other motions that will allow the company to keep its business running as it moves through bankruptcy. The retailer plans to close at least 23 of 166 shops in the U.S. as part of its Chapter 11 plan. 23 Stores for Closing As reported in the TCR, the Debtor sought approval to reject leases with these landlords for 23 locations effective Jan. 31, 2021: Store Landlord Store Location ----- -------- -------------- L209 170 Fifth Retail Condo 5th Avenue, New York L035 AP Fillmore II Fillmore St, San Francisco, CA L242 Astor Strategic Vent. 2151 Broadway, New York L024 Bevill, Inc. Beverly Hills, CA L175 Biltmore (Macerich) Camelback Road, Phoenix, Arizona L133 Boston Properties LP Embarcadero 2, San Francisco, CA L287 Brookfield Properties One Province, Province, R.I. L088 Caruso Affiliated H Commons Way, Calabasas, CA L293 CBL & Associates Nicholasville Rd, Lexington, KY L320 Corte Madera Village Redwood Highway, Corte Madera, CA L219 Freemall (Macerich) Freehold, NJ L324 JTRE-63 Spring Lafay. Spring Street, New York, NY L289 Lincoln Center Lincoln Road, Miami, FL L295 OMB Houston, L.P. Westheimer Blvd., Houston, TX L003 One Ninety Realty Co. Columbus Avenue, New York, NY L253 Renaissance at Colony Colony Pkwy, Ridgeland, MS L245 Simon Property Group Briarwood Circle, Ann Arbor, MI L274 Simon Property Group Smith Haven Mall, Lake Grove, NY L256 Simon Property Group Parsonage Rd., Edison, NJ L302 Simon Property Group 10thh St., McAllen, TX L228 Townson TC, LLC Dulaney Valley Rd., Towson, MD L318 TRG IMP LLC Kalakaua Ave., Honolulu, HI L288 WS Asset Management Midway Road, Cranston, RI In addition, the Debtor identified five already closed locations with leases for rejection effective on the Petition Date: Store Landlord Store Location ----- -------- -------------- L206 85th Estates Company East 86th Street, New York L225 Dr. Issac Levy Promenade, Santa Monica, CA L306 Elmwal Associates LLC Long Wharf Mall, Newport, RI L248 Jem 6 Realty LLC Third Avenue, New York, NY L089 Malibu Country Mart Cross Creek Road, Malibu, CA About L'Occitane Inc. New York-based L'Occitane, Inc. -- http://www.loccitane.com/-- is a national retail chain that sells and promotes the internationally renowned "L'OCCITANE en Provence" beauty and well-being products brand in the United States through boutiques in 36 states and its website. After opening its first boutique in the U.S. in 1996, the Company presently operates 166 boutiques in 36 states and Puerto Rico. Founded by Olivier Baussan more than 40 years ago, Switzerland-based L'OCCITANE en Provence captures the true art de vivre of Provence, offering a sensorial immersion in the natural beauty and lifestyle of the South of France. From the texture of L'OCCITANE products to the scent, each skincare, body care, and fragrance formula promises pleasure through beauty and well-being -- a moment rich in enjoyment and discovery that goes beyond tangible benefits to create a different experience of Provence. On Jan. 26, 2021, L'Occitane, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21-10632). The Debtor estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. International operations are not part of the Chapter 11 filing. The Hon. Michael B. Kaplan is the case judge. Fox Rothschild LLP is serving as the Company's legal counsel, RK Consultants LLC is serving as financial advisor, and Hilco Real Estate, LLC is serving as real estate advisor to the Company. Stretto is the claims agent, maintaining the page https://cases.stretto.com/LOccitane LAKEWAY PUBLISHERS: Proposes Individual Sales, Seeks to Modify Plan ------------------------------------------------------------------- Lakeway Publishers of Missouri, Inc., filed on Jan. 25, 2021, a renewed motion to modify its confirmed plan. The Debtor's Second Amended Plan was confirmed on Jan. 26, 2020. The Debtors previously attempted to amend the Plan pursuant to 11 U.S.C. Sec. 1127, but was denied on Jan. 22, 2021, without prejudice as to refiling said motion. Pursuant to Sec. 5.02 of the Confirmed Second Amended Plan, Lakeway Publishers, Inc., is required to complete a sale of Lakeway Publishers of Missouri, Inc., by Jan. 26, 2021 or else the case will convert to a Chapter 7. The sale will not be completed by Jan. 26, 2021, due to the Covid-19 health emergency. Following the court's ruling on Jan. 22, 2021, the Debtor plans on making individual sales of Lakeway Publishers of Missouri, Inc.'s assets while remaining outside of a Chapter 7 liquidation. The Debtor believes this will be acceptable to Pinnacle Bank, so long as any proposed sale is subject to court approval. The confirmed plan has not been "substantially consummated" as previously determined by the court. The proposed modified plan meets the requirements of 11 U.S.C. Sec. 1122 and 1123. In support of this proposed modification, the Debtor has filed a revised Disclosure Statement reporting the fact that the proposed sale will not be completed by the Jan. 26 deadline and the Debtor intends to move forward with the individual sales. The Debtor intends to file updated financial reports on Jan. 31, 2021. The proposed changes to the Plan are: a. Sec. 5.02 is modified to remove the language that the case automatically converts to a Chapter 7; b. Sec. 5.06 is added to permit the individual sales of Lakeway Publishers of Missouri, Inc.'s assets subject to court approval; c. Sec. 7.01 is modified to reflect that the Wells Fargo executory contract is rejected. The proposed modification does not seek to reclassify, change or otherwise alter any existing debt or plan payments aside from the requested modification of the Chapter 7 conversion, and permission for individual sales of lakeway Publishers of Missouri Inc.'s assets. A full-text copy of the Amended Disclosure Statement dated Jan. 25, 2021, is available at https://bit.ly/36crV8X from PacerMonitor.com at no charge. Counsel for Debtor: Ryan E. Jarrard QUIST, FITZPATRICK & JARRARD, PLLC 2121 First Tennessee Plaza Knoxville, TN 37929-9711 Tel: (865) 524-1873 E-mail: rej@QCFlaw.com About Lakeway Publishers Lakeway Publishers, Inc., is a multi-state publisher of newspapers, magazines, and special publications. It owns and operates community newspapers and magazines in Tennessee, Missouri, Virginia, and Florida. Lakeway Publishers was incorporated in 1966 and is based in Morristown, Tenn. Lakeway Publishers and affiliate Lakeway Publishers of Missouri, Inc., each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 19-51163) on May 31, 2019. In the petitions signed by Jack R. Fishman, president, Lakeway Publishers disclosed $20,884,027 in assets and $9,245,645 in liabilities while Lakeway Publishers of Missouri listed $7,047,972 in assets and $9,206,193 in liabilities. The Debtors have tapped Quist, Fitzpatrick & Jarrard, PLLC as their bankruptcy counsel, and Burnette Dobson & Pinchak and Maneke Law Group as special counsel. LAPEER INDUSTRIES: Sets Bidding Procedures for Sale of All Assets ----------------------------------------------------------------- Lapeer Industries, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the bidding procedures in connection with the sale of substantially all of its assets used or useful in its business to Lapeer Industries Enterprises, LLC for $1.3 million, subject to overbid. Objections, if any, must be filed within 14 days of the date the Motion was served. The Debtor believes that a going-concern auction sale of the Assets is in the best interests of its estate. A sale as a going concern will allow it to maximize the value of the Assets, where a disorderly liquidation would likely lead to a scenario where no distributions are made in excess of secured claims. The Debtor originally intended to ask confirmation of a Chapter 11 Plan in the case. However, circumstances outside of the control of the Debtor have caused outside funding for a settlement with its primary secured creditor to be unavailable. This has caused significant cash-flow issues and has impaired the ability of the Debtor to obtain conventional post-petition financing. The Debtor quickly changed its approach, asking and obtaining a court-approved bidding procedures order which would facilitate a sale of substantially all of its Assets. The Debtor and its professionals complied with the approved bidding procedures and significant marketing occurred in order to promote the sale of the Assets. The efforts were fruitful in that a bid to purchase the company was received. Regrettably, the bidder failed to obtain financing in an amount sufficient to support the bid. The bidder has failed to close the purchase transaction and the Debtor now believes that the bidder will not be able to close as promised. The Debtor has continued to market the Assets through its CRO and its principal. The data room established for the sale remains active to this day. The Debtor opened a dialogue with the Stalking Horse Bidder in mid-December, prior to the date when it became completely clear that the original 363 Motion would not produce an asset purchaser. The Debtor believes that, to date, the offer submitted by the Stalking Horse Bidder represents the highest and best offer to purchase the Assets. It believes, however, that acceptance of the Stalking Horse Bidder's offer and a subsequent auction sale will produce a significantly higher dividend for creditors as compared to that which would be distributed after a Chapter 7 liquidation. The Debtor asks that the sale occur on an accelerated timeline. It asks that the Court finds that the necessary marketing has already occurred and order that an auction be scheduled immediately. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 1, 2021 b. Initial Bid: $1.3 million cash. If a Stalking Horse Bidder is selected, the purchase price in the APA will be no less than $1.25 million plus any outstanding DIP loan amount. If a Stalking Horse Bidder is selected the minimum bid at any auction will be increased to the amount set forth in the APA plus the minimum bid amount described in the Bidding Procedures order. c. Deposit: $50,000 d. Auction: If one or more Qualified Bids is received (in addition to the Stalking Horse Bid) by the Qualified Bid Deadline, the Auction will be conducted at the offices of Winegarden, Haley, Lindholm, Tucker, and Himelhoch, PLC or such other place as may be designated by the Debtor, on Feb. 2, 2021, commencing at 3:00 p.m. (ET). Qualified Bidders may attend the Auction via remote video connection, provided that they contact the attorney for the Debtor by email to ztucker@winegarden-law.com at least seven days prior to the auction to make arrangements for a remote appearance. e. Bid Increments: $50,000 f. Sale Hearing: Feb. 5, 2021, at TBD (ET) g. Sale Objection Deadline: Feb. 4, 2021, at 5:00 p.m. (ET) The Debtor discloses that its equity owner Daniel Schreiber holds a partial membership interest in the Stalking Horse Bidder. Following entry of the Bidding Procedures Order, the Debtor will continue to market the Assets to the previously contacted parties with the purpose of obtaining the highest and best offer. All bids must contemplate the purchase of the Debtor's assets "as is and where is." Any signed purchase agreement must be consistent with this requirement and must not require the Debtor to make any representations inconsistent with an "as is and where is" transaction. The Debtor is a party to executory contracts or unexpired leases that may be assumed and assigned to the Winning Bidder. It asks authority under Section 365 to assume and assign to the Winning Bidder certain executory contracts and unexpired leases. By no later than one day after entry of the Bidding Procedures Order, the Debtor will file the Cure Schedule which will be attached to the Assumption and Assignment Notice. Upon the filing of the Cure Schedule, the Debtor will serve the Cure Schedule and the Assumption and Assignment Notice on each of the non-debtor counterparties listed on the Cure Schedule. The Cure/Assignment Objection Deadline and Adequate Assurance Objection Deadline is Feb. 2, 2021 at 5:00 p.m. (ET). Within one day after entry of Bidding Procedures Order, the Debtor will provide notification of the Bidding Procedures on all known creditors of the Debtor. The Debtor asks permission to sell the Assets free and clear of all Liens, with such Liens attaching to the applicable proceeds, except for the lien securing the Manufacturers Capital Indebtedness as defined in the Court's order of Sept. 21, 2020 entitled "Final Order Authorizing Debtor's Use of Cash Collateral and Granting Adequate Protection to Secured Creditors." The Winning Bidder will take title to the Assets subject to the lien securing the Manufacturers Capital Indebtedness. The Final Cash Collateral Order states that the amount of the Manufacturers Capital Indebtedness was $737,455 as of the Petition Date. The Debtor also asks the Court for entry of an order establishing the Administrative Claims Bar Date with respect to Administrative Claims that arise or accrue by Feb. 8, 2021. As the Court is aware, the Debtor is asking authority to sell substantially all of its assets. Establishment of an Administrative Claims Bar Date will assist it in formulating a confirmable chapter 11 plan of liquidation, to the extent that one is proposed. Accordingly, the Debtor asks entry of an order (a) establishing a bar date within 45 days of entry of the proposed order (or any order approving the relief requested), by which the holders of Administrative Claims must file an application for the payment of an administrative expense claim with respect to any such Administrative Claims to the extent that such claims arise or accrue by Feb. 8, 2021. The Debtor asks that the Court orders that an application for allowance of an Administrative Claim will be deemed filed only when an application for allowance is actually received by the Court. Finally, the Debtor asks that the stay imposed by Bankruptcy Rule 6004(h) and 6006(d) be modified such that any Sale Order entered by the Court will be effective immediately upon entry. A copy of the Bidding Procedures is available at https://tinyurl.com/y4xsu8l9 from PacerMonitor.com free of charge. The Purchaser: LAPEER INDUSTRIES ENTERPRISES, LLC Attn: Mr. Robert Kattula 14100 23 Mile Road Shelby Township, MI 48315 The Purchaser is represented by: Thomas R. Morris, Esq. SILVERMAN & MORRIS, P.L.L.C. 32300 Northwestern Hwy, Suite 215 Farmington Hills, MI 48334 About Lapeer Industries Lapeer Industries, Inc., is a design, machining and fabrication company serving the automotive and defense industries. It provides fabrication, automated welding, machining, painting, assembly and kitting services. Lapeer Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5, 2020. The case was initially assigned to Judge Joel D. Applebaum. On Aug. 13, 2020, the case was reassigned to Judge Phillip Shefferly and was assigned a new case number (Case No. 20-48744). At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the Debtor's legal counsel. LATAM AIRLINES: Has Until June 30 to File Chapter 11 Plan --------------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York extended LATAM Airlines Group, S.A. and its affiliated debtors and debtors-in-possession's exclusive periods to file a chapter 11 plan and solicit acceptances thereof through and including June 30, 2021 and August 23, 2021, respectively. About LATAM Airlines LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. LATAM Airlines Group S.A. is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general bankruptcy counsel; FTI Consulting as restructuring advisor; and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. Lee Brock Camargo Advogados, is the Debtors' local Brazilian litigation counsel to the Debtors. Prime Clerk LLC is the claims agent. The Official Committee of Unsecured Creditors formed in the case tapped Dechert LLP as its lead counsel, UBS Securities LLC, as investment banker, and Conway MacKenzie, LLC. Klestadt Winters Jureller Southard & Stevens, LLP is the conflicts counsel. Ferro Castro Neves Daltro & Gomide Advogados, is the Committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. LIFE TIME: S&P Assigns 'CCC-' Rating on New Senior Unsecured Notes ------------------------------------------------------------------ S&P Global Ratings assigned 'CCC-' issue-level rating and '6' (rounded estimate: 0%) recovery rating to Chanhassen, Minn.-based fitness club operator Life Time Inc.'s $475 million of senior unsecured notes due 2026. Life Time plans to issue the proposed notes and will use the proceeds primarily to refinance its existing $450 million senior unsecured notes due 2023. S&P lowered its issue-level rating on Life Time's revolving credit facility due 2024 to 'B-' from 'B' and revised its recovery rating to '2' (rounded estimate: 80%) from '1'. S&P said, "The negative outlook reflects our expectation for a slow recovery in the company's membership numbers, revenue, and EBITDA over the next two years, which we anticipate will lead to very high leverage through 2022. We also believe there is potential for further COVID-19 related club closures and revenue disruption, at least in the first half of 2021. We could lower our ratings on Life Time if we believe its liquidity position will worsen or expect it to default or restructure its debt in the next 12 months. "Our 'CCC+' issuer credit rating remains unchanged despite the company's very high leverage through 2022 because it has adequate liquidity, no near-term maturities, and we do not envision an event of default over the next 12 months. Life Time's recent secured notes issuance, the maturity extensions of its secured revolver and term loan B, the proposed senior unsecured note refinancing transaction, its increased cash balances, and demonstrated ability to raise capital through sale leaseback transactions (even amid the stressed industry conditions in 2020) could provide it with sufficient runway to avoid a near-term default or restructuring even if the COVID-19 immunization efforts extend beyond mid-2021. However, under our current base-case forecast, we believe the company's membership base will be about 20% below its pre-pandemic level as of the end of 2020 before recovering slowly over the next two years. This indicates its revenue will be below 2019 levels this year while it maintains very high leverage through 2022. State and local capacity restrictions at Life Time's facilities, the intermittent state-mandated closures of its fitness clubs, and ongoing consumer apprehension about returning to the gym could slow the recovery in its revenue, EBITDA, and cash flow even after coronavirus vaccines are made widely available in mid-2021. "Under our base-case forecast, which assumes some temporary facility closures (four of the company's clubs are currently closed), we expect its 2021 revenue to be approximately 30%-40% below 2019 levels (previous estimate was 15%-20% below) and forecast its 2021 EBITDA will be approximately 55%-65% lower than in 2019. Furthermore, we estimate its 2022 revenue will increase by 40%-50% and its EBITDA will approximately double if Life Time is able to maintain a normalized membership base and operations for a full year and returns its EBITDA margin to near 2019 levels. Therefore, we anticipate the company's lease and preferred share-adjusted debt to EBITDA will be as high as 8x in 2022. "Based on these assumptions, we expect Life Time's EBITDA coverage of cash interest to be about 1x in 2021 before improving to the high-1x area in 2022. This level of leverage and cash interest coverage could render the company's capital structure unsustainable if it faces additional unforeseen risks or operating missteps. "Life Time and other fitness operators face significant challenges in rebuilding their membership bases and we believe luxury operators experienced even steeper declines. As of the end of 2020, we believe the company had approximately 40% fewer paying access members and a total membership base (including "on-hold" members) that was 20% smaller than before the crisis. While we understand that Life Time has historically been able to recover about 80% of its frozen membership base, such a high retention rate may not be achievable post-pandemic. We believe the reason for its membership freezes is different this time around and expect the duration of the dip in its membership to last longer than previous episodes. The company's members that have been on hold due to the pandemic have had significant time to change their fitness habits and may reassess the value of continuing to pay for high-priced gym memberships. We also believe bringing in new members could be costly and compress Life Time's margins in 2021 and 2022. We anticipate the company will likely remain disciplined and avoid discounting its membership dues to protect its strong upscale brand identity. However, in an attempt to recover its historical membership base, Life Time may offer other customer incentives, such as initiation fee waivers, discounts, and credits for personal training and other in-center ancillary services. This could reduce its revenue or increase its costs until it recovers most of its membership base. We also believe long-term consumer fitness preferences may change because of the prolonged promotion of social-distancing measures, which could lead some consumers to switch exclusively to in-home fitness alternatives. "Pro forma for the refinancing transactions, we believe the company will have enough liquidity to weather another round of COVID-19 related temporary and partial club closures or a potentially slower-than-expected recovery in its membership and revenue. We expect Life Time to have approximately $225 million-$230 million of balance sheet cash and full access to its $358 million revolving credit facility following the transaction; although it will be required to maintain minimum liquidity of $100 million. Even under stressed conditions, we would expect it to maintain adequate liquidity over the next year. "That said, Life Time will likely continue to require external financing to fund its very high budgeted capital expenditure (capex) for new club development. Under our base-case scenario, we assume the company's capex will total $250 million-$300 million, including approximately $200 million for new club development in 2021. We expect it to continue using sale leaseback transactions to fund this growth spending. We also assume it will generate a free operating cash flow deficit of $150 million-$200 million in 2021. Additionally, we believe that Life Time will maintain its strategy of using external financing to fund its growth capex for the foreseeable future because it would likely face difficulty in unwinding its committed capex near the start of construction. There is typically a timing lag between its capex spending and its receipt of the proceeds from its sale leaseback transactions, which creates incremental financing risk." The recovery in Life Time's membership and revenue may be supported by the restoration of its pre-pandemic revenue diversity, its continued ability to recruit members without significant discounting, and its higher club utilization than that of some of its peers. The company operates 149 clubs with moderate regional concentrations in Minnesota and Texas. Additionally, its pre-pandemic annual attrition was in the mid-30% area, which compares favorably with the levels at some of its peers. S&P also believes that the high share of revenue Life Time derived from ancillary services, including personal training, child care, and child centers, prior to the pandemic is a positive credit factor because these services lead to greater club utilization and member loyalty and typically generate higher EBITDA margins than membership sales. The pandemic-driven closures of its competitors' clubs may lead to significant industry consolidation, which could help Life Time recover its membership base. Because of the significant financial distress stemming from the pandemic, many fitness operators have been forced to close some of their clubs. &P said, "We expect the reduced supply of traditional fitness clubs could benefit operators such as Life Time that have maintained or expanded their club footprints. However, a large portion of the closed fitness clubs were in the mid-tier category, thus we believe it is unlikely all of these customers will be willing to upgrade and may instead opt for in-home fitness alternatives or budget fitness clubs." S&P said, "The negative outlook on Life Time reflects our expectation for a slow recovery in its membership, revenue, and EBITDA over the next two years, which will cause it to sustain very high leverage through 2022. We also believe there is the potential for further COVID-19 related club closures and revenue disruptions, at least in the first half of 2021. "We could lower our ratings on Life Time if we believe its liquidity position will worsen or that it will enter into a debt restructuring in the next 12 months. "We could revise our outlook on Life Time to stable or positive once we believe it has begun to expand its significantly reduced membership base and improve its revenue, EBITDA, and cash flow to levels that comfortably cover its fixed charges. This would lead us to conclude its capital structure is sustainable over the long term." LIGHTHOUSE RESOURCES: UMWA Slams Labor Pact Rejection ----------------------------------------------------- Law360 reports that the United Mine Workers of America (UMWA) objected on Jan. 27, 2021, to a Chapter 11 motion by coal producer Lighthouse Resources Inc. to reject its contract, warning in a Delaware bankruptcy court filing that the company's failures to negotiate could trigger a strike. Union officials documented their opposition the same day Lighthouse filed a drastically revised Chapter 11 plan and disclosure detailing its recent decision to abandon efforts to sell a proposed coal export terminal site on the Columbia River in southern Washington state and to revise its plans for continued mining in Montana and Wyoming. About Lighthouse Resources Lighthouse Resources Inc. owns and operates two coal mines located in Wyoming and Montana, delivering low sulfur, sub-bituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington. The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship. Its flagship project is the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC. is the marketer and seller of assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors' coal mining assets. STRETTO is the claims agent. LIGHTHOUSE RESOURCES: Unsecured Creditors to Recover 2% in Plan --------------------------------------------------------------- Lighthouse Resources Inc., et al., filed an Amended Joint Plan and a corresponding Disclosure Statement on Jan. 27, 2021. The deadline to vote to accept or reject the Plan is 4:00 p.m., prevailing Eastern time, on March 2, 2021. The voting classes are Class 3 Senior Secured Claims, Class 4 Surety Claims and Class 5 General Unsecured Claims. The Plan contemplates that the ownership in the equity of Debtor Lighthouse will be transferred to the Reclamation Trust Entity and that new equity will be issued in a majority of the other Debtor entities creating Reorganized Debtors. The Reorganized Debtors, with oversight from the Reclamation Trust Entity, will be responsible for reclaiming the Decker Mine in accordance with a reclamation plan agreed to by the Reorganized Debtors, Senior Secured Lenders, and the Sureties, and for which all applicable regulatory and/or third-party approvals have been obtained (including, without limitation, any approval from Montana), and performing the reclamation obligations at the Black Butte Mine associated with KCP, Inc.'s 50% ownership interest in Black Butte, and otherwise monetizing the assets of the Debtors' business and operations in a value-maximizing, controlled and efficient manner. Upon consummation of the Plan, Reorganized Lighthouse will be wholly owned by the Reclamation Trust Entity. On the Effective Date, among other things, the Reclamation Trust Entity will be governed by the Reclamation Trust Entity Board pursuant to the terms of the Reclamation Trust Entity Agreement and Reorganized Lighthouse will be funded by the release of the Sureties of the Initial Working Capital Funding Amount. The Plan provides that: * All Allowed Administrative Claims, Allowed Fee Claims, will be paid in full in Cash; * Allowed Priority Tax Claims will be paid in an agreed upon amount or otherwise satisfied or paid through quarterly installment payments over a period of 5 years; * Allowed Priority Non-Tax Claims will be paid in full in Cash or receive or such other treatment as may be agreed upon by such holder; * Allowed Other Secured Claims will receive, at the option of the Debtors and with the consent of the Consenting Stakeholders (which shall not be unreasonably withheld) (i) payment in full in cash, (ii) reinstatement pursuant to Section 1124 of the Bankruptcy Code, or (iii) such other recovery as may be necessary to satisfy Section 1129; * Holders of Allowed Senior Secured Claims will receive, except to the extent that a holder of an Allowed Senior Secured Claim and the Debtors agree in writing to less favorable treatment, in full and final satisfaction, settlement, and release, and in exchange for, each Senior Secured Claim, on or as soon as practicable after the Effective Date, the Class A Reclamation Trust Entity Interests and payments associated with same in an amount equal to and authorized and provided for in the Reclamation Trust Entity Agreement and the Reclamation Trust Entity Budget consisting of percentages of the distributions received by KCP, Inc. and sales of certain assets of the Reorganized Debtors. Such payments are initially capped annually at $2 million, with the excess distributed to holders of Allowed General Unsecured Claims up to a lifetime cap of $750,000, until the $750,000 cap is met; * Holders of Allowed Surety Claims shall receive, except to the extent that a holder of an Allowed Surety Claim and the Debtors agree in writing to less favorable treatment, in full and final satisfaction, settlement, and release, and in exchange for, each Allowed Surety Claim, on or as soon as practicable after the Effective Date, (i) the Reclamation Trust Entity Bonding Agreement which includes reinstatement of certain rights pursuant to Bankruptcy Code section 1124; (ii) the obligations of the Reclamation Trust Entity to complete the Reclamation Plans; and (iii) contributions to the Reclamation Sinking Fund by Reorganized KCP, Inc. for the use in completing the Reclamation Plans in conjunction with the collateral contributed by the Sureties to the Reclamation Sinking Fund, decreasing the Sureties' exposure for potential liability to the Reclamation Governmental Authorities; and * Holders of Allowed General Unsecured Claims will each receive a pro-rata Class B Reclamation Trust Entity Interest and payments associated with same in an amount equal to and authorized and provided for in the Reclamation Trust Entity Agreement and the Reclamation Trust Entity Budget consisting of amounts in excess the distributions authorized to the holders of Allowed Senior Secured Claims up to a lifetime cap of $750,000. The projected recovery for Class 5 General Unsecured Claims is 2 percent. The Debtors have approximately 200 holders of General Unsecured Claims on a consolidated basis and estimate, also on a consolidated basis, that the total amount of General Unsecured Claims is between $20 million and $30 million As set forth in and subject to the terms of the Reclamation Trust Entity Agreement, the Reclamation Trust Entity shall make distributions to the holders of the Class B Reclamation Trust Entity Interests Agent on behalf of the Class B Reclamation Trust Entity Interests until distributions to the Class B Reclamation Trust Entity Interests Agent equal $750,000 in the aggregate, with such distributions coming from amounts distributable to holders of Class A Reclamation Trust Entity Interests in excess of $2,000,000 in any given calendar year. After distributions aggregating $750,000, the Class B Reclamation Trust Entity Interests shall not be entitled to any further distributions from the Reclamation Trust Entity and the Class B Reclamation Trust Entity Interests will be cancelled. As provided in and subject to the terms of the Reclamation Trust Entity Agreement, the sources of the funds for distribution to the holders of the Class B Reclamation Trust Equity Interests are distributions from Black Butte to Reorganized KCP, Inc. proceeds from the sale of assets of the Reorganized Debtors, and funds remaining in the Reclamation Sinking Fund in excess of the Reclamation Sinking Fund Benchmark. In exchange for the consideration provided for in the Plan, the Senior Secured Lenders agree to forgo any right to distributions in Class 5 on account of the Allowed General Unsecured Claim arising from the Senior Secured Claims. The Debtors believe that the transactions contemplated by the Plan are in the best interests of all stakeholders because they will enable the Debtors to (i) monetize their assets in a value-maximizing manner for the benefit of all stakeholders, (ii) make distributions to the greatest number of stakeholders, and (iii) proceed with a controlled operation of their business and affairs on an efficient and expeditious basis. Further, the Restructuring Support Agreement and the Plan provide the basis for a consensual chapter 11 process that the Debtors believe will minimize litigation that could otherwise decrease the value of the Debtors' estates to the detriment of all stakeholders, and delay the Chapter 11 Cases, and impede the Debtors' operations, which include important Reclamation obligations. A full-text copy of the Disclosure Statement dated Jan. 27, 2021, is available at https://bit.ly/36qcYjF from PacerMonitor.com at no charge. Co-counsel to the Debtors: Mary Elisabeth Naumann Chacey Malhouitre JACKSON KELLY PLLC 100 West Main Street, Suite 700 Lexington, KY 40507 Telephone: 859.255.9500 E-mail: mnaumann@jacksonkelly.com chacey.malhouitre@jacksonkelly.com Elizabeth Amandus Baker 500 Lee Street East, Suite 1600 Charleston, WV 25301 Telephone: 304.340.1000 E-mail: elizabeth.baker@jacksonkelly.com L. Katherine Good Aaron H. Stulman POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801-6108 Telephone: 302.984.6000 Facsimile: 302.658.1192 E-mail: kgood@potteranderson.com astulman@potteranderson.com About Lighthouse Resources Lighthouse Resources Inc., owns and operates two coal mines located in Wyoming and Montana, delivering low sulfur, sub-bituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington. The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship. Its flagship project is the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC. is the marketer and seller of assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors' coal mining assets. STRETTO is the claims agent. LIGHTHOUSE RESOURCES: Wins Nod to Solicit Ch. 11 Plan Votes ----------------------------------------------------------- Law360 reports that a Delaware judge on Friday, Jan. 29, 2021, gave Utah-based Lighthouse Resources Inc. the go-ahead to solicit votes on its Chapter 11 plan, with certain stakeholders cautioning there may be disputes that need to be hashed out before the plan can be confirmed. During a brief hearing conducted virtually, Lighthouse's counsel told U.S. Bankruptcy Judge John T. Dorsey that stakeholders had worked out issues before the hearing related to the Chapter 11 disclosure statement and procedures to solicit creditors' votes on the plan. "This was all the result of hard work and a lot of cooperation from everyone on this phone call," Lighthouse attorney. About Lighthouse Resources Lighthouse Resources Inc., owns and operates two coal mines located in Wyoming and Montana, delivering low sulfur, sub-bituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington. The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship. Its flagship project is the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC., is the marketer and seller of assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors' coal mining assets. STRETTO is the claims agent. LIGHTSTONE HOLDCO: S&P Affirms Senior Secured Debt Rating to 'B+' ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' rating on Lightstone HoldCo LLC's senior secured debt and revised the outlook to negative from stable. S&P's recovery rating on this debt remains '3'. S&P said, "The negative outlook reflects the possibility that we could lower the rating on Lightstone in the near term if the project does not sweep cash on the term loan in 2021 and we continue to see tepid recovery of weak market conditions that leads to debt outstanding at maturity greater than $1.4 billion." Lightstone is a merchant power portfolio consisting of four assets in the Pennsylvania-Jersey-Maryland (PJM) Interconnection American Electric Power (AEP) region with a combined capacity of about 5.3 gigawatts (GW). There are three gas assets (Lawrenceburg, Waterford, and Darby) and one supercritical coal asset (Gavin) included in the portfolio. Lawrenceburg and Waterford are baseload combined cycle gas turbines (CCGTs), while Darby is a combustion turbine (CT) peaker (a type of power plant that generally runs only when there is high demand for electricity). The breakdown of capacity by asset is: -- Darby--484 megawatts (MW; 9%) -- Gavin--2,721 MW (51%) -- Lawrenceburg--1,211 MW (23%) -- Waterford--894 MW (17%) S&P said, "Based on current and forward power prices in the PJM region, we expect Lightstone's energy margins and spark spreads to be somewhat weaker on a forward-looking basis than we previously forecast. We also expect weak capacity prices in the next two auctions in the PJM-RTO region. This, combined with project's underperformance in 2019 and 2020, and reduced demand due to the coronavirus pandemic, leads us to expect Lightstone will have a higher outstanding debt balance at the maturity of its term loan B in January 2024 and weaker coverage ratios during the life of the assets. "Lightstone underperformed in 2020, on the back of weak performance in 2019 and continues to lag our debt paydown expectations. Due to the reduced demand for power because of the coronavirus pandemic, power prices remained depressed in 2020, dampening Lightstone's performance. We expect that the demand shock stemming from the coronavirus pandemic will be followed by a prolonged recovery. While our base-case scenario assumes an eventual recovery in power prices, we expect it to occur gradually over several years." As vaccine rollouts in several countries continue, S&P Global Ratings believes there remains a high degree of uncertainty about the evolution of the coronavirus pandemic and its economic effects. Widespread immunization, which certain countries might achieve by midyear, will help pave the way for a return to more normal levels of social and economic activity. S&P said, "We use this assumption about vaccine timing in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly." S&P said, "We expect the project's DSCRs to be weaker in the post-refinance period. We expect Lightstone to generate DSCRs above 2x from 2021-2024. Our base case assumes that its weaker cash flows will sufficiently cover its debt service but reduce its cash sweeps in the near term. We also expect the project's near-term debt service costs to be somewhat lower than we previously forecast because of extremely low LIBOR forward rates (effectively hitting the 1% LIBOR floor). We recognize that the project has material excess coal at Gavin and expect its working capital savings to contribute to a cash flow sweep of about $30 million to $50 million in 2021 and about $240 million in 2022. We assume the term loan B will be refinanced at maturity in 2024 with a sculpted-style repayment profile and anticipate that it will be fully repaid in 2030 (based on a portfolio useful asset life through 2035). We believe sculpted profiles or simulated cash flow sweep profiles more accurately capture the seasonality of the cash flows and the likely structure the project would have after maturity. As we expect nearly $1.4 billion outstanding on the term loan B at maturity in 2024, the project's debt service will be materially higher during the post-refinance period when we expect a minimum DSCR of about 1.16x in 2025. Should market conditions weaken such that we expect greater than $1.4 billion outstanding on the term loan at maturity, we could lower the rating. This could stem from lower-than-expected results in the PJM Capacity Auction or a continued deterioration in energy prices and portfolio spark and dark spreads. "The negative outlook reflects the possibility that we could lower the rating on Lightstone in the near term if the project does not sweep cash on the term loan in 2021 and we continue to see tepid recovery of weak market conditions that leads to debt outstanding at maturity greater than $1.4 billion. At present, we expect DSCRs above 2x during most years prior to maturity, and power and capacity prices that do not decline materially from our current base-case assumptions. We expect the project to pay down at least $400 million on its term loan prior to maturity and a minimum DSCR slightly lower than 1.2x during the refinancing period. "We could lower our rating if the project fails to sweep material cash prior to maturity such that its expected DSCRs fall below 1.2x on a sustained basis over the assumed refinance tenor or if we expect debt outstanding at refinancing to be higher than $1.4 billion at maturity. This would likely be caused by continued COVID-19 demand and price impacts and or further mild weather or unplanned operational outages that lead to a higher level of debt outstanding at refinancing. We could also lower the rating if market conditions lead us to consider it unlikely lenders will be willing to refinance a coal plant in the face of regulatory uncertainty. "While unlikely in the near term, we could revise the outlook to stable if the project's minimum DSCR increases to above 1.3x on a sustained basis and we expect the project to have less than $1.3 billion outstanding on the term loan at maturity. This could occur due to higher-than-expected capacity payments in uncleared periods or higher expected spark spreads and cash flow sweeps." LIVING EPISTLES: Estate Mismanaged, Court Says ---------------------------------------------- Judge G. Michael Halfenger of the United States Bankruptcy Court for the Eastern District of Wisconsin, issued his Opinion explaining the reasons for the dismissal of Living Epistles Church of Holiness Inc.'s Chapter 11 case. Judge Halfenger also saw fit to report to the United States Attorney for the Eastern District of Wisconsin possible bankruptcy crimes committed by Pastor Terry Taper. Living Epistles Church of Holiness Inc., filed a voluntary petition under chapter 11 of the Bankruptcy Code on June 12, 2019. On December 28, 2020, the case was dismissed for cause, including gross management of the estate. In June 2019, the debtor, with the court's approval, employed Leonard Leverson of Leverson Lucey & Metz S.C. as counsel. In August 2020, Mr. Leverson filed a motion to withdraw from representing the debtor and requested an expedited hearing on and prompt adjudication of the motion. Mr. Leverson filed a declaration that claimed that the debtor, by its principal, Pastor Taper, made repeated misrepresentations to the court, the United States trustee, and creditors about the amount of rent paid by Demaryl Howard to operate a daycare center in facilities owned by the debtor. He alleged that Mr. Howard reported paying $13,000 a month in rent, contrary to the monthly operating reports that the debtor filed with the court, which "consistently reflected that the Debtor received $2,500 a month in rent" for the property. Pastor Taper, Mr. Leverson averred, described "the additional $10,500 payment every month" as "a charitable contribution to T & J Ministries". Mr. Leverson further averred that Mr. Howard told Mr. Leverson "that the instructions to pay $2,500 a month to the Debtor and $10,500 a month to T & J Ministries came from Pastor Taper" but that the $13,000 that he paid each month was "rent... for the privilege of occupying the... Property". Mr. Leverson said that he informed Pastor Taper of his "duty to correct false information... provided to the bankruptcy court" and "advised Pastor Taper... to... prepar[e] corrected monthly operating reports" and to "hav[e] T & J Ministries deposit into the Debtor's debtor-in-possession account the sums it had been paid." Mr. Leverson added that in response, "Pastor Taper reiterated that the $10,500 a month was a charitable contribution", called Mr. Leverson "a racist", "said that he had made a mistake in hiring [Mr. Leverson]", and said that "he wanted to obtain other counsel for the Debtor." Mr. Leverson alleged that soon thereafter, Mr. Howard emailed Mr. Leverson to report that Pastor Taper "ha[d] made a threat out of retaliation to remove... equipment [from] the daycare... and turn off the water to the building" unless Mr. Howard told Mr. Leverson "that [he] made the payment of $10,500 as a donation." Mr. Leverson further alleged that he then spoke with Mr. Howard, who "told [him] that Pastor Taper was demanding rent of $13,000" within two days. The court promptly entered an order granting Mr. Leverson's motion to withdraw as counsel and requiring the debtor and Pastor Taper to show cause in writing why the court should not dismiss the case and report the conduct described in Mr. Leverson's declaration to the United States Attorney for investigation of possible bankruptcy crimes. The debtor employed Jonathan Goodman to replace Mr. Leverson as its counsel, responded to the court's order, and objected to dismissal and the court's reporting Pastor Taper to the United States Attorney. The debtor contended that it would be able, at an evidentiary hearing, "to show... that all funds received from... [Mr.] Howard, or the daycare... were applied to the Debtor or for the Debtor's benefit"... and "to prove that any funds of the Debtor that were deposited in the T&J Ministries account[] were used for the purposes of the Debtor and not for the personal purposes of Pastor Terry Taper." The debtor further contended that it was Mr. Howard who "suggested... that the rent payments be bifurcated", and argued that it would not be in the best interests of the debtor or the creditors to report Pastor Taper to the United States Attorney. The debtor defended Pastor Taper, asserting that he "acted honestly, albeit perhaps inappropriately", by "taking possession of Debtor's funds, rather than... deposit[ing those funds] in the Debtor's account." On December 28, based on the evidence presented, the court dismissed the case for cause, including gross mismanagement of the estate, under 11 U.S.C. Section 1112(b), and concluded that 18 U.S.C. Section 3057(a) requires that the facts and circumstances of the case be reported to the United States Attorney for further investigation of possible bankruptcy crimes by Pastor Taper. Pastor Taper testified that in 2018 the debtor agreed to lease its real property for use as a daycare in exchange for monthly payments of $13,000. He said that for at least the 8 months immediately prior to the filing of the petition, in June 2019, the debtor received $13,000 a month in payments for the use of the property, consistent with the terms of the lease. Pastor Taper alleged that once the petition was filed, the debtor started receiving $2,500 a month in payments on the lease and the remaining $10,500 owed to the debtor each month was instead paid in the form of a donation to T & J Ministries, "a support ministry" for the debtor established and controlled by Pastor Taper. Pastor Taper further alleged that Mr. Howard requested the split-payment arrangement from the outset because he "wanted a $10,500 write-off for his non-profit business", and Pastor Taper said, "I guess we can make that happen." Pastor Taper told that court that the parties did not implement Mr. Howard's preferred payment arrangement until around when the petition was filed was a coincidence. He further told that court tha dDespite the change, the full $13,000 each month was the debtor's money, so T & J Ministries used the $10,500 that it received each month (and its own funds from other sources) to pay the debtor's expenses, including tens of thousands of dollars to install a new roof on the debtor's main building and to repair or replace drywall, carpeting, and furnishings within the building that were damaged by water penetration while the case was pending. Pastor Taper added that neither the $10,500 each month that was owed to the debtor but donated to T & J Ministries nor the expenses of the debtor that were paid by T & J Ministries were disclosed in the debtor's monthly operating reports because the money was not deposited into or paid out of the debtor's bank account and Pastor Taper "didn't think it made any type of a difference". "Pastor Taper's testimony clearly shows that, whatever his intentions, throughout the pendency of this case, in his capacity as principal for the debtor in possession, he knowingly failed to report substantial expenses and regular income of the debtor that was undoubtedly property of the estate... The debtor, acting through Pastor Taper, underreported its income by about 45%, on average, for most of the time this case was pending... That the debtor's undisclosed income was used to pay its undisclosed expenses does not mitigate the lack of disclosure, as the debtor's counsel argued. To the contrary, that the debtor's undisclosed expenses exceeded its undisclosed income compounds the lack of disclosure. Pastor Taper concealed from the court, the United States trustee, and the debtor's creditors that, despite substantially more regular income than it was reporting, it was still unable to pay its expenses as they arose. This clear, repeated breach of the debtor's fiduciary duties as trustee is reason enough to dismiss this case for gross mismanagement of the estate," explained Judge Halfenger. Judge Halfenger further explained that "Pastor Taper's testimony evinces a careless attitude toward accounting and the commingling of the debtor's funds with those of another entity he controlled. He conceded that on several occasions he paid expenses of the debtor in cash, contrary to the clear and repeated oral and written instructions of the United States trustee, making it more difficult to account for the funds used to pay them and further exacerbating the debtor's failure to properly disclose its income and expenses and the use of estate property. Indeed, Pastor Taper could not even recall having received such instructions, despite compelling testimony to the contrary from an analyst with the United States trustee's office. When counsel for the United States trustee asked Pastor Taper, during the evidentiary hearing, 'You would agree that bankruptcy is an important process, wouldn't you?', he testified, 'Now, I would, yes'... This testimony, given more than 15 months after the petition was filed, comes far too late and underscores that, throughout most of the pendency of this case, Pastor Taper did not take seriously the duties of a chapter 11 debtor in possession. Consequently, his many substantial breaches of those duties are, perhaps, not entirely surprising. Nevertheless, they amount to gross mismanagement of the estate and cause for dismissal of the case under Section 1112(b), as ordered." Judge Halfenger said that "the court has reasonable grounds for believing that the United States Attorney for the Eastern District of Wisconsin should investigate whether Pastor Taper violated one or more of the provisions of title 18, chapter 9, of the United States Code, and hereby reports the facts and circumstances of the case, the names of the witnesses, and the offenses believed to have been committed, as required by Section 3057(a)." The case is In re: Living Epistles Church of Holiness Inc., Chapter 11, Debtor, Case No. 19-25789 (Bankr. E.D. Wisc.). A full-text copy of the Opinion on Dismissal for Cause and Report of Possible Crimes to United States Attorney, dated January 15, 2021, is available at https://tinyurl.com/y2mhbf2v from Leagle.com About Living Epistles Church Living Epistles Church of Holiness Inc., a tax-exempt religious organization, filed Chapter 11 petition (Bankr. E.D. Wisc. Case No. 19-25789) on June 12, 2019. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Debtor is represented by Jonathan V. Goodman, Esq. LONESTAR II: S&P Cuts Rating on Senior Secured Term Loan B to 'B' ------------------------------------------------------------------ S&P Global Ratings lowered its rating on Lonestar II Generation Holdings (Lonestar II) to 'B' from 'B+'. Its recovery rating '2' indicates its expectations of meaningful (70%-80%, rounded estimate: 70%) recovery in the event of default. The negative outlook reflects refinancing risk stemming from lower than previously expected excess cash sweep, given soft power prices in ERCOT. Lonestar II's asset portfolio consists of two gas-fired and one coal-fired power plants in the Electric Reliability Council of Texas (ERCOT) market. The project is a subsidiary of funds managed by the Blackstone Group. The downgrade of Lonestar II's senior secured term loan B to 'B' from 'B+' reflects the ongoing low power price environment in ERCOT. S&P said, "We anticipate that the forward price curve will remain backwardated over the next few years and forecast minimum DSCR of 1.9x in December 2023, which is lower than our previous assessment. Our base case assumes spark spreads of $8 to $10 per MW per hour (MWh) for Bastrop and Paris, and dark spreads of $15 to $20 for Twin Oaks during the tenor of the term loan B." The term loan B is not subject to financial covenants, which means that a potential further decline in DSCR would not result in a technical default." As of Sept. 30, 2020, the project's capital structure included a $20 million undrawn revolving credit facility due 2024, $306 million senior secured term loan B due 2026, and $37.2 million senior secured term loan C due 2026. S&P said, "We previously expected Lonestar II to repay the majority of the term loan B via an excess cash flow sweep by the first quarter of 2026. However, given the continued softening of the ERCOT power prices, we now expect that, at maturity, the remaining balance will amount to about $200 million, exposing the project to high refinancing risk. Our estimated PLCR, a measure of refinancing risk, is 1.2x. The ongoing deterioration of cash flows and low excess cash sweeps could potentially lead to the ratio falling below 1.1x, which would limit the rating to 'B-' and could lead to a potential downgrade." These negative market factors are partially offset by the plants' access to relatively inexpensive natural gas due to the proximity to the Permian basin, as well as availability of at-coast coal from Walnut Creek. The negative outlook reflects refinancing risk stemming from lower than previously expected excess cash sweeps, given soft power prices in ERCOT. S&P now expects an outstanding term loan B balance of about $200 million by maturity in March 2026 and PLCR of 1.2x. S&P said, "We could lower our rating on Lonestar if the project fails to sweep cash, which could result in a substantial refinancing risk and lead to the outstanding term loan B balance of above $215 million at maturity and PLCR below 1.1x. We could also consider a negative rating action if Lonestar's expected minimum DSCR declined to 1.5x or below during the life of the loan." "We could revise the outlook to stable if the project repays some of the term loan B principal via a cash sweep in 2021. A stable outlook would also require an expected outstanding term loan B balance of below $200 million at maturity, which would reduce refinancing risk." LOVES FURNITURE: Seeks Approval to Hire Butzel Long as Counsel -------------------------------------------------------------- Loves Furniture, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Butzel Long, a Professional Corporation as its counsel. The firm will render these legal services: (a) Advise the Debtor regarding its powers and duties in the continued management, operation, and reorganization of its business; (b) Prepare, file, and prosecute the Debtor's bankruptcy petitions, schedules, statements of financial affairs, and various motions required in this Chapter 11 Case; (c) Administer this case and the exercise of oversight with respect to the Debtor's affairs; (d) Prepare legal papers; (e) Prepare, file, and defend objections to various motions, claims, and actions by creditors and parties-in-interest; (f) Prepare, if necessary, adversary proceedings to determine the validity, extent, and priority of asserted security interests and liens on the Debtor's assets and prosecute Chapter 5 causes of action; (g) Appear telephonically, via Zoom or in court for hearings or meetings to represent the interests of the Debtor; (h) Communicate or negotiate with creditors, other parties-in-interest and any creditors' committee appointed in this case; (i) Prepare and prosecute a Chapter 11 plan and disclosure statements; and (j) Perform all other legal services for the Debtor in connection with this Chapter 11 case. Butzel received a retainer of $60,000 from the Debtor. As of the petition date, the Debtor has $45,605 retainer with Butzel in connection with this Chapter 11 case. Butzel's hourly rates are as follows: Thomas Radom, Shareholder $600 Max Newman, Shareholder $450 Mitchell Zajac, Associate $325 Daniel McCarthy, Shareholder $425 Heather Daviau, Paralegal $205 In addition, the firm will seek reimbursement for expenses incurred. Max Newman, a shareholder at Butzel Long, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Max Newman, Esq. Thomas B. Radom, Esq. Butzel Long, a Professional Corporation Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304 Telephone: (248) 258-1616 Email: Newman@butzel.com Radom@butzel.com About Loves Furniture Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a furniture retailer that sells furniture, mattresses, home decor and appliances. It conducts business under the name Loves Furniture and Mattresses. Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to have $10 million to $50 million in assets and liabilities at the time of the filing. Judge Thomas J. Tucker oversees the case. The Debtor tapped Butzel Long, A Professional Corporation, led by Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services as financial advisor; and Stretto as claims and noticing agent. LOVES FURNITURE: Seeks Court Approval to Hire Financial Advisor --------------------------------------------------------------- Loves Furniture, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. The firm will render these services: (a) Review historical and projected financial information; (b) Assist the Debtor in developing financial projections and a liquidity projection model to help assess capital needs; (c) Identify and assess potential restructuring alternatives for the Debtor; (d) Assist the Debtor in communications and negotiations with lenders and other stakeholders; (e) Assist the Debtor with First Day Order data collection; (f) Assist the Debtor with financial reporting; (g) Assist the Debtor in preparation of the statutory reporting requirements during the chapter 11 proceedings. (h) Assist with the preparation of reports for, and communications with, the bankruptcy court, creditors, and any other relevant constituents; (i) Review, evaluate and analyze the financial ramifications of proposed transactions for which the Debtor may seek bankruptcy court approval; (j) Provide financial advice and assistance to the Debtor in connection with a sale or restructuring transaction; (k) Assist the Debtor in developing and supporting a proposed Plan of Reorganization; (l) Render bankruptcy court testimony in connection with the foregoing, as required, on behalf of the Debtor; (m) Negotiate terms of debtor-in-possession financing; (n) Any other duty or task which falls within the normal responsibilities of a financial advisor at the direction of management and/or board. B. Riley Advisory's hourly rates are as follows: Mark Shapiro, Senior Managing Director $550 Greg Coppola, Managing Director $450 Joseph V. Pegnia, Managing Director $435 Tanya Anderson, Associate Director $325 In addition, the firm will be reimbursed for out-of-pocket expenses. The firm will require a retainer of $50,000 in this engagement. Mark Shapiro, a senior managing director of B. Riley Advisory Services, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Shapiro B. Riley Advisory Services 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Telephone: (972) 794-1056 Email: mshapiro@glassratner.com About Loves Furniture Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a furniture retailer that sells furniture, mattresses, home decor and appliances. It conducts business under the name Loves Furniture and Mattresses. Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to have $10 million to $50 million in assets and liabilities at the time of the filing. Judge Thomas J. Tucker oversees the case. The Debtor tapped Butzel Long, A Professional Corporation, led by Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services as financial advisor; and Stretto as claims and noticing agent. LOVES FURNITURE: Seeks to Tap Stretto as Claims Agent ----------------------------------------------------- Loves Furniture, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Stretto as claims and noticing agent. Stretto will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. Stretto will bill the Debtors no less frequently than monthly. The Debtors agreed to pay out-of-pocket expenses incurred by the firm. Sheryl Betance, a managing director at Stretto, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Loves Furniture Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a furniture retailer that sells furniture, mattresses, home decor and appliances. It conducts business under the name Loves Furniture and Mattresses. Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to have $10 million to $50 million in assets and liabilities at the time of the filing. Judge Thomas J. Tucker oversees the case. The Debtor tapped Butzel Long, A Professional Corporation, led by Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services as financial advisor; and Stretto as claims and noticing agent. LTS MANAGEMENT: Owner Pleads Guilty to Bankruptcy Fraud ------------------------------------------------------- The Department of Justice U.S. Attorney's Office announced that a Mission Hills, Kansas, man pleaded guilty in federal court Jan. 19, 2021, to a bankruptcy fraud scheme related to his online payday loan company. Del H. Kimball, 53, waived his right to a grand jury and pleaded guilty before U.S. Chief District Judge Beth Phillips to one count of bankruptcy fraud. By pleading guilty, Mr. Kimball admitted that he engaged in a scheme to defraud the Bankruptcy Court by concealing assets, bank accounts, and claims against third parties, and by making false statements and material omissions regarding his assets and financial transfers to and from third parties. Three of Kimball's creditors filed an involuntary bankruptcy petition against Kimball, his partner, and their company, LTS, an online payday loan company, on Aug. 5, 2015. The claims of the three creditors totaled more than $15 million. The U.S. Bankruptcy Trustee filed a complaint to deny Kimball's discharge on March 10, 2017, and the Bankruptcy Court conducted a trial on Jan. 11, 2018. After the trial, U.S. Bankruptcy Judge Cynthia Norton ruled that Kimball had transferred property with the intent to hinder, delay, or defraud creditors, made numerous false oaths in connection with this bankruptcy case, and concealed property from the bankruptcy estate. The court found that the evidence was "overwhelming" that Kimball made false statements under oath. The court denied Kimball's discharge. For example, Kimball failed to disclose at least $69,000 in transfers to relatives. He undervalued collectibles by $24,000. He omitted transfers to Claw Consulting, LLC, another company he owned (with no employees). Kimball established a bank account for Claw Consulting, and caused the bank statements to be mailed to an attorney at the attorney's business address in order to stash income and proceeds of sales he wanted to conceal from creditors. Under federal statutes, Kimball is subject to a sentence of up to five years in federal prison without parole. The maximum statutory sentence is prescribed by Congress and is provided here for informational purposes, as the sentencing of the defendant will be determined by the court based on the advisory sentencing guidelines and other statutory factors. A sentencing hearing will be scheduled after the completion of a presentence investigation by the United States Probation Office. This case is being prosecuted by Assistant U.S. Attorney Kathleen D. Mahoney. It was investigated by the FBI and the U.S. Bankruptcy Trustee. About LTS Management LTS Management is an online payday loan company owned by Del H. Kimball. Three of Kimball's creditors filed involuntary Chapter 7 bankruptcy petitions against LTS, Mr. Kimball, and his partner Sam S. Furseth (Bankr. W.D. Mo. Case Nos. 15-42261 to 15-42263) on Aug. 5, 2015. LTS' case was terminated on April 23, 2018, after trustee John C. Reed of Pletz & Reed told the Court that all of the Debtor's assets have been liquidated or abandoned, with the $27,489 recovered paid for total expenses for administration. Outstanding claims -- priority claims totaling $9,150 and unsecured claims totaling $105.2 million -- didn't receive any distribution. MALLINCKRODT PLC: Urges Court to Transfer Acthar Cases to Delaware ------------------------------------------------------------------ Law360 reports that Mallinckrodt PLC has urged federal courts around the country to transfer cases involving the drugmaker's hormone treatment Acthar that make claims for antitrust, racketeering and other violations to the Delaware court overseeing its bankruptcy. Mallinckrodt is seeking to transfer the cases to Delaware Bankruptcy Court, where it sought Chapter 11 protection in mid-October with $5.3 billion in debt, citing in part the potential for $15 billion in damages tied to a range of suits involving its H.P. Acthar Gel. The drugmaker filed a motion on Wednesday, January 27, 2021, in a suit brought by insurance company Humana. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the Office of the United States Trustee for Region 3 appointed an official committee of opioid related claimants (OCC). The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc., as financial advisor, and Jefferies LLC as investment banker. MARZILLI MACHINE: Wins Cash Collateral Access Thru Mar. 26 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, has authorized Marzilli Machine Co. to continue using through March 26, 2021, the cash collateral in which Bristol County Savings Bank and Massachussetts Growth Capital Corp. assert a security interest. The Debtor is permitted to collect and use those prepetition assets in which the Secured Creditors claim a security interest, including any proceeds of prepetition accounts receivable, rent and cash on hand, for the purposes and on the terms proposed in the Motion in the operation of its business as debtor-in-possession. As adequate protection to the Secured Creditors for the Debtor's use of Cash Collateral: a. Bristol County and Mass Growth are granted continuing post-petition replacement liens and security interests in all post-petition property of the Debtor and its estate of the same type and kind as the collateral of Bristol County and Mass Growth. The Adequate Protection Liens will maintain, respectively, the same priority, validity, and enforceability as Bristol County's and Mass Growth's pre-petition liens and security interests and will secure all claims of Bristol County and Mass Growth, if any, arising from diminution in the value of Bristol County's interest in its collateral and/or Mass Growth's interest in its collateral from and after the Petition Date. The Adequate Protection Liens are deemed perfected effective as of the Petition Date, and no further notice, filing, or other act will be required to effect such perfection. b. The Debtor will remain within its Budget, within an overall margin of 10%; and c. The Debtor will make monthly adequate protection payments on account of its loan obligations to Bristol County (approximately $1,500 per month) and Mass Growth (approximately $2,000 per month) by the 25th day of each month. d. The Debtor will also make these monthly adequate protection payments to the Equipment Lienholders: Bank of the West (CMM and Intech) $2,250 US Bank (MFR and Connext) $3,500 Siemens $2,900 e. In each case, the application of the adequate protection payments to principal or interest will be reserved until further Court order. f. The Debtor will file with the Court and deliver to Mass Growth, Bristol County, the U.S. Trustee and any statutory committee on the 15th day of each month beginning on November 15, 2020 and continuing on the same day of each month thereafter a reconciliation of the Budget on both a line item and cumulative basis with respect to the immediately preceding month. g. The Debtor will provide to Mass Growth and Bristol County a copy of the Monthly Operating Report filed with the United States Trustee on the 15th day of each month. A telephonic hearing to consider further approval for the use of cash collateral and provide adequate protection is scheduled for March 25 at 10:30 a.m. A copy of the Order the the Debtor's 13-week budget through the week of April 3 is available at https://bit.ly/3sWVuoG from PacerMonitor.com. About Marzilli Machine Co. Marzilli Machine Co. -- https://marzmachine.com -- is a manufacturer of military, aerospace, medical and firearms components. Marzilli Machine filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 20-12007) on Oct. 2, 2020. Marzilli Machine's President Lee Anne Marzilli signed the petition. At the time of the filing, the Debtor disclosed $1,155,586 in assets and $1,763,992 in liabilities. Judge Christopher J. Panos oversees the case. Madoff & Khoury, LLP serves as Debtor's legal counsel. MEDICAL SIMULATION: Committee Seeks to Tap Litigation Counsel ------------------------------------------------------------- The official unsecured creditors committee appointed in the Chapter 11 case of Medical Simulation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor, PC as special counsel. The committee seeks to hire a litigation counsel to investigate, and if warranted, initiate litigation involving securities law. The firm's hourly rates are as follows: Patrick D. Vellone $550 James S. Helfrich $425 Averil K. Andrews $285 Lance Henry $250 Senior Attorneys $350 - $550 Other Associates $295 - $350 Patrick Vellone, Esq., a shareholder at Allen Vellone Wolf Helfrich & Factor, disclosed in court filings that neither the firm nor any member or associate thereof has any relationship that would result in a conflict of interest with the Debtor, unsecured creditors committee, or any other party-in-interest or their respective attorneys. The firm can be reached through: Patrick D. Vellone, Esq. Allen Vellone Wolf Helfrich & Factor, PC 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Facsimile: (303) 893-8332 Email: pvellone@allen-vellone.com About Medical Simulation Corp. Medical Simulation Corp., a manufacturer of medical equipment and supplies, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-20101) on Nov. 22, 2019. Thomas M. Kim, director, signed the petition. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth E. Brown. The U.S. Trustee appointed an official committee of unsecured creditors for this case on Feb. 11, 2020. The committee tapped Allen Vellone Wolf Helfrich & Factor, PC as special counsel. MELBOURNE BEACH: Trustee's $14M Sale of Shopping Center Approved ---------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized Jules S. Cohen, the Chapter 11 trustee for Melbourne Beach, LLC, to sell the Debtor's substantial asset, a part of a shopping center located in Melbourne, Florida, described generally as Ocean Springs Shopping Village, located at 951-991 E. Eau Gallie Blvd., in Melbourne, Florida, to 961 E Eau Gallie Melbourne, LLC and Melbourne ID, LLC for $14 million. The sale is free and clear of all Encumbrances of any kind or nature whatsoever. The Shopping Center Property is subject to certain liens held by the City of Melbourne in the approximate total amount of $56,000. The City Liens will be paid at closing or transferred to a portion of the sale proceeds which will be held in escrow until Melbourne obtains a release of the liens or uses the money in escrow to pay them. Any amounts that may become payable by Melbourne pursuant to the Sale and Dismissal Agreement, including the 3% broker's commission due to FL Retail Advisors, LLC, will be paid in the time and manner as provided in the Sale and Dismissal Agreement and any further amendments thereto without further order of the Court. Pursuant to Rule 6004(h) and 6006(d), Federal Rules of Bankruptcy Procedure, the Order is stayed until the expiration of three business days after entry of the Order. About Melbourne Beach Established in 1998, Melbourne Beach, LLC is a privately held company that leases real properties. It is the owner of Ocean Spring Plaza located at 981 E. Eau, Gallie Boulevard, Melbourne, Fla., valued by the company at $15.30 million. Melbourne Beach's gross revenue amounted to $997,732 in 2016 and $924,000 in 2015. Melbourne Beach filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07975) on Dec. 26, 2017. In the petition signed by Brian West, its managing member, the Debtor disclosed $15.35 million in assets and $2.82 million in liabilities. The Debtor tapped Latham, Luna, Eden & Beaudine, LLP as bankruptcy counsel; Wald & Cohen, P.A. as accountant; and Marcus & Millichap as real estate broker. Jules Cohen was appointed as the Debtor's Chapter 11 trustee. The Trustee is represented by Akerman LLP. FL Retail Advisors, LLC, is the real estate broker. No official committee of unsecured creditors has been appointed in the Debtor's case. MIAMI METALS I: Summary Judgment Motion vs. Premier Gold Denied --------------------------------------------------------------- Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York denied Miami Metals I, Inc., et al and the Senior Lenders' joint motion seeking summary judgment as to an ownership dispute with Premier Gold Mines Limited. The Debtors include Miami Metals I, Inc. (f/k/a Republic Metals Refining Corporation); Miami Metals II, Inc. (f/k/a Republic Metals Corporation); Miami Metals III LLC (f/k/a Republic Carbon Company, LLC); Miami Metals IV LLC (f/k/a J & L Republic LLC); Miami Metals V LLC (f/k/a R & R Metals, LLC); Miami Metals VI (f/k/a RMC Diamonds, LLC); Miami Metals VII (f/k/a RMC2, LLC); Miami Metals VIII (f/k/a Republic High Tech Metals, LLC); Republic Metals Trading (Shanghai) Co., Ltd.; and Republic Trans Mexico Metals, S.R.L. The Senior Lenders consist of Coöperatieve Rabobank U.A., New York Branch; Brown Brothers Harriman & Co.; Bank Hapoalim B.M.; Mitsubishi International Corporation; ICBC Standard Bank Plc; Techemet Metal Trading LLC; Woodforest National Bank; and Hain Capital Investors Master Fund, Ltd. as successor-in-interest to Bank Leumi USA. Each Debtor filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code on either November 2, 2018 or November 21, 2018. On December 23, 2019, the Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan of Liquidation. The Effective Date of the Plan occurred on January 7, 2020 and, as such, the Plan was substantially consummated. On November 2, 2018, the Debtors filed a motion seeking court authorization for the use of cash collateral. The Debtors' various customers filed over 40 objections and responses to the Cash Collateral Motion, asserting ownership interests in certain metals that the Debtors believed constituted property of the estate. To facilitate the resolution of the Ownership Disputes in an efficient and systematic manner, the Court entered the Uniform Procedures Order, which established global procedures to address the Ownership Disputes. Under the Uniform Procedures Order, Customers were categorized and grouped into various "buckets" based on the type of contract governing their respective relationships with the Debtors. On August 2019, the Court granted summary judgment as to the Debtors and Senior Lenders with respect to the Ownership Disputes relating to a subset of Bucket 1 Customers. The Court concluded that the governing "Standard Terms and General Operating Conditions" between the Debtor formerly known as RMC and those respective customers (the "Bucket 1 Standard Terms") established a sale as opposed to a bailment relationship. The Court concluded that multiple provisions in the Bucket 1 Standard Terms were unambiguously consistent with a sale and thus made it unnecessary to consider any extrinsic evidence of the parties' relationship. The Court further noted that, while consideration of extrinsic evidence was unnecessary, the undisputed fact that these customers' metals were commingled and also was inconsistent with a bailment. As such, the Court held that the precious metals given to the Debtors by these Customers were property of the estate, that the subset of Bucket 1 Customers lacked any ownership interests in the metals, and that the customers should instead be treated as unsecured creditors in the Debtors' bankruptcy case. Premier Gold is part of so-called "Bucket 5", which is comprised of Customers whose agreements are "silent as to when title [of the metals] passe[s] from each Bucket 5 Customer to [Debtor, Miami Metals II, Inc. (f/k/a Republic Metals Corporation)]." The Ownership Dispute with Premier Gold centers principally on two agreements: (1) the Letter Agreement between Republic Metals Corporation ("RMC") and Premier Gold Mines Limited, dated as of September 30, 2016, or the "Premier Gold Agreement" and (2) the Standard Terms and General Operating Conditions, or the "Premier Gold Standard Terms", executed just before the parties entered into the Premier Gold Agreement. The Premier Gold Standard Terms are essentially identical to the Bucket 1 Standard Terms that the Court previously addressed in its Bucket 1 Decision but for the following provisions which were excluded from the Premier Gold Standard Terms: (a) Special provisions governing insurance, delivery, weighing and sampling for express delivery shipments; and (b) Language providing that the Standard Terms and Conditions shall be deemed to be incorporated into each and every transaction between RMC and Customer, whether or not specifically stated therein. Relying on the Court's Bucket One Decision and the similarity between the Bucket One Standard Terms and the Premier Gold Standard Terms, the Debtors asserted that the Premier Gold Standard Terms, much like the Standard Terms in the Bucket One decision, unambiguously provide for the sale of raw materials, thereby making those metals property of the estate. Premier Gold disagreed, claiming that the Premier Gold Agreement "indisputably contemplates a bailment relationship by allowing Premier Gold to utilize RMC's refining services only." Premier Gold relied on the testimony of Michael Waisome, Director of Sales for Mining at RMC, who testified that the parties were engaged solely in a refining relationship as opposed to one for purchase and sale. Mr. Waisome both negotiated and executed the Premier Gold Agreement, and managed the Debtors' relationship with Premier Gold. Judge Lane noted that "the Premier Gold Standard Terms are virtually identical to the Bucket 1 Standard Terms but for two provisions. The first includes special terms governing insurance, delivery, weighing and sampling in connection with express delivery shipments... The second is additional language in the integration clause for the Bucket 1 Standard Terms which states that '[i]n addition, these Standard Terms and Conditions shall be deemed to be incorporated into each and every transaction between RMC and Customer, whether or not specifically stated therein'... These two differences are immaterial to the present dispute—indeed, no party relies on them — and do not impact the applicability of the Bucket 1 Decision to the Premier Gold Standard Terms. Thus, the Premier Gold Standard Terms, standing alone, would establish that no bailment existed, consistent with the Bucket 1 Decision." Judge Lane found that the extrinsic evidence offered by the parties only confirmed the lack of clarity on the question of the metals' ownership. "On the one hand, Michael Waisome, Director of Sales for Mining at RMC, who negotiated and executed the Premier Gold Agreement and managed the Debtors' relationship with Premier Gold, testified during his deposition that the Debtors' relationship with Premier Gold was one for 'refining services' as opposed to a purchase and sale relationship... On the other hand, there is no dispute as to other facts that suggest a sale, including that: Premier Gold's raw materials were commingled with that of other customers; Premier Gold was not a 'Peace of Mined' downstream customer (i.e., those whose raw materials were separately treated and were fully traceable); and Premier Gold received metal credits to an unallocated account... Each of these facts renders it difficult to conclude that RMC was obligated to or even capable of returning the 'identical' gold or silver to Premier Gold so as to constitute a bailment." "Given this conflicting extrinsic evidence, the Court cannot decide the ultimate evidence without weighing the merits of parties' submitted evidence, which is inappropriate at summary judgment," Judge Lane concluded. The case is In re: MIAMI METALS I, INC., et al., Chapter 11, Debtors, Case No. 18-13359 (SHL), (Jointly Administered) (Bankr. S.D.N.Y.). A full-text copy of the Decision and Order Denying Summary Judgment, dated January 13, 2021, is available at https://tinyurl.com/y3vhx872 from Leagle.com. Miami Metals I, Inc., et al. are represented by: Yelena E. Archiyan, Esq. AKERMAN LLP 520 Madison Avenue 20th Floor New York, NY 10022 Tel: (212) 880-3800 Senior Lenders New York are represented by: Michael Luskin, Esq. Stephan A. Hornung, Esq. Alex Talesnick, Esq. LUSKIN, STERN & EISLER LLP 50 Main Street Suite 1640 White Plains, NY 10606 Tel: (212) 597-8200 Email: luskin@lsellp.com hornung@lsellp.com talesnick@lsellp.com Premier Gold Mines Limited is represented by: Eric Lopez Schnabel, Esq. Daniel P. Goldberger, Esq. DORSEY & WHITNEY LLP 51 West 52nd Street New York, NY 10019-6119 Tel: (212) 415-920 Email: schnabel.eric@dorsey.com goldberger.dan@dorsey.com Tiffany & Co. is represented by: Benjamin Mintz, Esq. ARNOLD & PORTER KAYE SCHOLER LLP 250 West 55th Street New York, NY 10019-9710 Tel: (212) 836-8000 Email: benjamin.mintz@arnoldporter.com About Miami Metals I Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over the United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. Republic Metals Refining Corporation is now known as Miami Metals I, Inc.; Republic Metals Corporation as Miami Metals II, Inc.; and Republic Carbon Company as Miami Metals III LLC. In the petition signed by CRO Scott Avila, Republic Metals Refining was estimated to have assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC, as financial advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. MOHEGAN TRIBAL: Closes Refinancing Transactions ----------------------------------------------- Mohegan Gaming & Entertainment announced the closing of its refinancing transactions, including a notes offering and entry into a new credit agreement. On Jan. 26, 2021, the Company closed its previously announced private offering of $1.175 billion in aggregate principal amount of 8.000% second priority senior secured notes due 2026. The notes are guaranteed by certain of the Company's subsidiaries. The Company has also entered into a Credit Agreement providing for approximately $263 million in a new revolving senior secured credit facility. The Company applied the net proceeds from the Offering and borrowings under the New Senior Secured Credit Facility, together with cash on hand, to fund the repayment, satisfaction and discharge of certain existing indebtedness of MGE, including all loans outstanding under MGE's previous senior secured credit facilities, all obligations in respect of MGE's Main Street term loan facility and MGE's debt to the Mohegan Tribe in respect of certain subordinated loans, and to pay related fees and expenses. About Mohegan Tribal The Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment -- http://www.mohegangaming.com-- is primarily engaged in the ownership, operation and development of integrated entertainment facilities, both domestically and internationally, including: (i) Mohegan Sun in Uncasville, Connecticut, (ii) Mohegan Sun Pocono in Plains Township, Pennsylvania, (iii) Niagara Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada, (iv) Resorts Casino Hotel in Atlantic City, New Jersey, (v) ilani Casino Resort in Clark County, Washington, (vi) Paragon Casino Resort in Marksville, Louisiana and (vii) INSPIRE Entertainment Resort, a first-of-its-kind, multi-billion dollar integrated resort and casino under construction at Incheon International Airport in South Korea. Mohegan Tribal reported a net loss of $162.02 million for the fiscal year ended Sept. 30, 2020, compared to a net loss of $2.38 million for the fiscal year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $2.71 billion in total assets, $2.77 billion in total liabilities, and a total capital of $67.99 million. Deloitte & Touche LLP, in Hartford, Connecticut, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Dec. 29, 2020, citing that certain tranches of the Company's senior secured credit facilities mature on Oct. 13, 2021, and the Company has determined that it will need to refinance these near-term maturities in order to meet the debt obligations at maturity, and the Company expects that without such a refinancing it is probable that it will not have sufficient liquidity to meet those debt obligations, and it may not be able to satisfy its financial covenants under the senior secured credit facilities. These conditions and events, when considered in the aggregate raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on May 14, 2020, S&P Global Ratings lowered all of its ratings on casino operator Mohegan Tribal Gaming Authority (MTGA) and hotel owner Mohegan Tribal Finance Authority (MTFA), including its issuer credit ratings, by one notch to 'CCC+' from 'B-' and removed the ratings from CreditWatch, where it placed them with negative implications on March 20, 2020. "We believe the spike in MTGA's leverage in 2020 and our expectation for a slow recovery increase its refinancing risks over the next 12-18 months given that its $250 million revolver, $257 million term loan A, and the proposed $100 million incremental term loan A all mature in October 2021. We anticipate that MTGA may have difficulty refinancing this debt on favorable terms because we believe it may take multiple years for its cash flow to return to pre-pandemic levels," S&P said. In April 2020, Moody's Investors Service downgraded Mohegan Tribal Gaming Authority's Corporate Family Rating to Caa2 from B3. The downgrade reflects that significant pressure on earnings and free cash flow will increase leverage and elevate default risk. MOTELS OF SUGAR: Case Summary & 12 Unsecured Creditors ------------------------------------------------------ Debtor: Motels of Sugar Land, LLP 1220 Brookville Way Indianapolis IN 46239 Business Description: Motels of Sugar Land, LLP is a trust deed holder of 94 suite Springhill Suites by Marriott hotel located at 13434 Southwest Freeway, Sugarland, Texas, valued at $6 million (based on expert valuation). Chapter 11 Petition Date: January 29, 2021 Court: United States Bankruptcy Court Southern District of Indiana Case No.: 21-00371 Judge: Hon. Robyn L. Moberly Debtor's Counsel: KC Cohen, Esq. KC COHEN, LAWYER, PC 151 N Delaware St., Suite 1106 Indianapolis, IN 46204 Tel: 317-715-1845 E-mail: kc@esoft-legal.com Total Assets: $6,396,935 Total Liabilities: $6,455,893 The petition was signed by Sanjay Patel, president. A copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y7Q7ABI/Motels_of_Sugar_Land_LLP__insbke-21-00371__0001.0.pdf?mcid=tGE4TAMA MOXIE'S CAFE: Seeks to Use AWA of Tampa's Cash Collateral --------------------------------------------------------- Moxie's Cafe & Grill, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral in accordance with the budget to be able to reopen in March 2021. Specifically, the Debtor seeks to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration in the Chapter 11 case for the duration of the chapter 11 case. AWA of Tampa, LLC may claim blanket liens (claim amount: $69,000) against the Debtor's assets. The Debtor reserves the right to challenge the validity, priority and extent of the Secured Creditor's lien against the Debtor's assets. The Debtor estimates the collective claims of the Secured Creditors are secured by $20,886.72 in assets. The Secured Creditor Assets include $947.72 in cash. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditor: a. A post-petition replacement lien on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; b. The right to inspect the Secured Creditor Assets on 48 hours' notice, provided that said inspection does not interfere with the operations of the Debtor; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditor reasonably requests with respect to the Debtor's operations. In order to ensure that the Debtor operates effectively throughout this bankruptcy proceeding, the Debtor also requests permission to: a. exceed any line item on the budget by an amount equal to 10% of each line item; or b. exceed any line item by more than 10% so long as the total of all amounts in excess of all line items for the Budget do not exceed 10% in the aggregate of the total budget. A copy of the Debtor's request is available at https://bit.ly/3t2LAlw from PacerMonitor.com. About Moxie's Cafe & Grill, LLC Moxie's Cafe & Grill, LLC filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M. D. Fla. Case No. 8:21-bk-00271) on January 25, 2021. In the petition signed by Dennis P. Lee, manager, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Counsel for the Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone #: (813) 877-4669 Email: Buddy@tampaesq.com Email: Jonathan@tampaesq.com Email: Heather@tampaesq.com NATIONAL RIFLE ASSOCIATION: Says Lawsuits Should Be Consolidated ---------------------------------------------------------------- Law360 reports that the National Rifle Association told the Judicial Panel on Multidistrict Litigation on Thursday that five lawsuits over the organization's finances should be centralized to create efficiencies in the proceedings currently pending in New York, Texas and Tennessee. NRA attorney Sarah B. Rogers of Brewer Attorneys and Counselors told the panel that lawsuits involving the New York State Attorney General's office, a large NRA donor and a former marketing agency employed by the NRA should be consolidated into a single proceeding since they involved common facts and similar discovery requirements. About the National Rifle Association Founded in 1871 in New York State, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Stacey G. Jernigan is the case judge. NELIGAN LLP, led by Patrick J. Neligan, Jr., is the Debtors' counsel. NEWSCO INT'L: Bankruptcy Court Confirms Sawafi Plan --------------------------------------------------- Following a hearing on Jan. 26, 2021, Judge David R. Jones on Jan. 27, 2021, entered findings of fact, conclusions of law, and an order confirming the Amended Plan of Reorganization of Newsco International Energy Services USA Inc. There have been no objections filed to the Debtor's Disclosure Statement. The Court finds that the Disclosure Statement and the Amended Plan contain adequate information for each class of creditors in the case to make an informed judgment about the Amended Plan in accordance with 11 U.S.C. Sec. 1125. As evidenced by the Ballot Summary filed by the Debtor, every class of creditors whose rights are impaired under the Plan voted to accept the Plan. The Plan provides for Sawafimeans Sawafi Al-Jazeera Oilfield Products and Services Co., Ltd, to take 100% of the new equity interests in the Reorganization Debtor in return for a plan contribution of $2,107,065. The Debtor, Sawafi and their respective principals, agents, financial advisers, attorneys, employees, affiliates, and representatives have been, are, and will continue to act in good faith if they proceed to: (a) consummate the Plan and the agreements, settlements, transactions, and transfers contemplated thereby, including, without limitation, the Stock Purchase Agreement; and (b) take the actions authorized and directed by the Confirmation Order. The Plan is modified by: a. the addition of the following paragraph: For the avoidance of doubt, the setoff and/or recoupment rights of AIG Property Casualty, Inc. and its affiliates, including American Home Assurance Company, if any, are reserved notwithstanding any provisions to the contrary in the Disclosure Statement, Plan and/or the Confirmation Order and shall be determined in accordance with applicable law; and b. the addition of the following paragraph at the end of Article VII: Notwithstanding any provision in this Plan, all Executory Contracts which are identified as being assumed in the Confirmation Order shall be assumed as of the Effective Date of the Plan. At any time after the entry of the Confirmation Order but before the Effective Date, the Debtor may reject an Executory Contract identified as an Executory Contract to be assumed under the Plan by giving written notice to the counterparty to such Executory Contract and such Executory Contract shall be deemed to not have been assumed under the Plan and will be deemed to be rejected as of thirty days after confirmation of the Plan. c. the addition of the following paragraph: Following the Effective Date, the Reorganized Debtor shall, upon reasonable notice, afford the Trustee reasonable access (including the right to make, at the Creditors' Trust's expense, photocopies), during normal business hours, to such books and records of the Debtor that are reasonably requested by the Trustee and relating to periods before the Effective Date, in order for the Trustee to perform his duties under the Trust Agreement. d. the addition of the following paragraph: All payments or distributions to be made by or to the Debtor or by the Distribution Agent which are required to be made on the Effective Date of the Plan may be made as soon as practicable after the Effective Date. Counsel for Newsco International Energy Services USA: Stephen A. Roberts Clark Hill Strasburger 720 Brazos, Suite 700 Austin, Texas 78701 Telephone: 512.499.3624 E-mail: sroberts@clarkhill.com About Newsco International Energy Established in 1994, Newsco International Energy Services USA Inc. -- http://www.newsco-drilling.com/-- is a global directional drilling and MWD (measurement while drilling) service company. Newsco International Energy Services USA filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-36767) on Dec. 4, 2019. In the petition signed by Corey D. Campbell, chief operating officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Stephen A. Roberts, Esq., at Clark Hill Strasburger, is the Debtor's legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the Official Committee of Unsecured Creditors on Jan. 8, 2020. The committee is represented by Renshaw, P.C. NEWSCO INT'L: Sawafi Pays $2.1-Mil. to Take 100% of Shares ---------------------------------------------------------- Newsco International Energy Services USA, Inc., submitted an Amended Plan of Reorganization on Jan. 25, 2021. The Plan provides for Sawafimeans Sawafi Al-Jazeera Oilfield Products and Services Co., Ltd, to take 100% of the new equity interests in the Reorganization Debtor in return for a plan contribution of $2,107,065. The objective of Sawafi is to expand its international reach in directional downhole drilling and continue operations of the Debtor when the market supports such operations. In order to assure continued operations, Sawafi is requiring key management personnel, including Corey Campbell and Richard Doncaster, Business Manager - U.S., to enter into employment agreements. The $2.1 million Sawafi will be used to fund the Plan and all distributions required to be made under the Plan. More specifically, the plan contribution will be used to pay all Administrative Claims, all Cure Amounts under all Executory Contracts assumed under or in connection with the Plan, and Priority Tax Claims, to establish a reserve for wind-down and transition expenses. The balance of the Plan Contribution will be transferred to the Creditors' Trust to administer payments of prepetition unsecured claims against the Debtor, as provided in the Plan. Under the Plan, the GUC Assets will be distributed by the Trustee of the Creditors' Trust to the holders of allowed general unsecured claims in Class 2 on a pro-rata basis. GUC Assets means (i) the balance of the Plan Contribution remaining after payment of all Allowed Administrative Claims (including Allowed General Administrative Claims and Allowed Professional Fee Claims), Cure Amounts, Allowed Class 1 Claims, and any other amounts required to be paid under the Plan (including any expenses of the Creditors' Trust), and (ii) any proceeds of Transferred Causes of Action (net of any expenses incurred in connection with the pursuit thereof). The Plan and the explanatory Disclosure Statement did not provide for an estimated percentage recovery for general unsecured claims. A full-text copy of the Amended Plan of Reorganization dated January 25, 2021, is available at https://bit.ly/3cfDtMz from PacerMonitor.com at no charge. Counsel for the Debtor: Stephen A. Roberts Clark Hill Strasburger 720 Brazos, Suite 700 Austin, TX 78701 Tel: (512) 499-3624 E-mail: sroberts@clarkhill.com About Newsco International Energy Established in 1994, Newsco International Energy Services USA Inc. is a global directional drilling and MWD (measurement while drilling) service company. On the Web: http://www.newsco-drilling.com/ Newsco International Energy Services USA filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-36767) on Dec. 4, 2019. In the petition signed by Corey D. Campbell, chief operating officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Stephen A. Roberts, Esq., at Clark Hill Strasburger, is the Debtor's legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Jan. 8, 2020. The committee is represented by Renshaw, P.C. NEXUS BUYER: $140MM Add-on Loan No Impact on Moody's B2 CFR ----------------------------------------------------------- Moody's Investors Service said Nexus Buyer LLC's (IntraFi) announced issuance of a $140 million add-on first lien term loan with proceeds used to repay the remaining second lien term loan and pay transaction costs has no immediate impact on the company's B2 Corporate Family Rating, B2 first lien senior secured credit facility rating, or the stable outlook. The terms of the add-on term loan are the same as for the existing first lien term loan, and the second lien term loan will be repaid in its entirety. The transaction follows an incremental first lien term loan issuance in October 2020 in which the proceeds were used for a shareholder distribution and a partial prepayment of the second lien term loan. IntraFi's estimated actual performance in 2020 was in line with expectations in October 2020, with revenue growth of nearly 30% and EBITDA growth over 40% as deposit balances increased substantially due to asset allocation shift to cash and increased savings rate during the pandemic. Moody's estimates total leverage at the end of 2020 at about 6.3x pro forma for the announced transaction. As the public health and macroeconomic environment gradually improves over time, potential reduction in savings and cash allocation creates a possibility that IntraFi may experience some degree of an outflow of deposits from the current very strong levels. However, the company's revenue growth will be supported by the continued customer additions and core integrations, driven by the high value of the services to the customers and the company's strong competitive positioning. Moody's projects revenue growth in the high single digits in 2021, which is lower than IntraFi's pre-pandemic growth in the teens. SG&A investment will reduce EBITDA growth but profitability will remain very strong. NOAH OPERATIONS: Bowser Appeal Dismissed for Lack of Jurisdiction ----------------------------------------------------------------- The United States Court of Appeals, Tenth Circuit, dismissed the appeal filed by Defendant William Bowser for lack of jurisdiction. Mr. Bowser filed a notice of appeal challenging the United States District Court for the District of Utah's interlocutory order forbidding him from transferring or encumbering a residence he was arranging to purchase and requiring him to deposit almost $350,000 with the court. Defendant Noah Corporation is a developer and operator of events-center properties, hosting weddings and other events at 42 venues across the country. Mr. Bowser is the founder and president of Noah. He is also the president of codefendant Gabriel Management Corporation, which is wholly owned by Noah and functions as Noah's "development arm." In the beginning, Noah handled internally the financing and acquisition of its properties. But after completing development of about 15 venues, Noah moved to a different model in which codefendants Rockwell Debt Free Properties, Inc. and Rockwell TIC, Inc. (collectively, Rockwell) would acquire parcels of land suitable for construction of new events centers. Rockwell would then lease the land to Noah or one of its subsidiaries and solicit investors to purchase tenancy-in-common (TIC) interests in the land. Once the property interests were sold to investors, Rockwell would assign them its rights under the lease with Noah. After taking a substantial commission from the investors' funds, Rockwell would disburse the remaining money to Noah or Gabriel in the form of construction "draws" for the purpose of building the events center. Plaintiffs collectively invested $4.9 million with Rockwell, receiving in return TIC interests in an unimproved parcel of land in Carmel, Indiana. They alleged that they were unaware that the land was unimproved, claiming that they understood construction of the events center to be complete or nearly complete at the time of their investment. Following Rockwell's sale of the TIC interests and assignment to Plaintiffs of the lease with Noah, Gabriel began making "draws" totaling nearly $5 million from the money (held by Rockwell) that Plaintiffs had invested, purportedly for construction items such as roofs, doors, windows, and interior finishes. Little of that money went toward work on the Carmel property. It appeared that Mr. Bowser diverted some $3 million to fund work on other Noah buildings that were struggling financially. Upon learning of the diversion of funds, Plaintiffs sued Mr. Bowser, Noah, Gabriel, Rockwell, and a handful of other related parties in the United States District Court for the District of Utah, asserting a number of claims, including fraud, breach of contract, breach of fiduciary duty, and unjust enrichment. A little more than a month later, Noah filed for bankruptcy. Plaintiffs soon discovered that Mr. Bowser was selling his $2.4 million residence in Park City, Utah (known as the Glenwild Property). Fearing that the sale would deprive them of a remedy even if they obtained a favorable judgment, Plaintiffs filed an emergency motion with the district court, seeking an ex parte prejudgment writ attaching the proceeds of the pending sale. In the interim and with the parties' consent, the court issued a temporary order that allowed Mr. Bowser to sell the Glenwild Property, to use a portion of the proceeds for a down payment on a townhome he was in the process of purchasing, and to pay off two secured creditors. However, it barred him from spending the remaining proceeds. After the evidentiary hearing the court granted Plaintiffs' motion, purporting to issue "a prejudgment writ of attachment on the net proceeds of the sale of the Glenwild Property." The court's order forbade Mr. Bowser from transferring or otherwise encumbering the Townhome and ordered him to deposit the remaining $347,821.48 with the court. Mr. Bowser filed a timely appeal and argued that the Order was improper both because the district court did not comply with Utah's procedures for writs of attachment and because Plaintiffs failed to make the requisite showings for a writ of attachment. The Tenth Circuit found that "after considering supplemental briefing that we requested regarding our appellate jurisdiction, we hold that we cannot consider those arguments at this time." The Court held that "the district court characterized its order as a prejudgment writ of attachment, which is unappealable. And although we might agree with Mr. Bowser that the characterization was incorrect, we disagree that the order should be characterized as an injunction that he would have a right to appeal under 28 U.S.C. Section 1292(a)(1). We decline to treat the order as the equivalent of an injunction because Mr. Bowser has not shown that it 'might have a serious, perhaps irreparable, consequence.'" The case is ROSA DITUCCI, an individual; STEVEN R. LAROZA, an individual; DEBRA A. LAROZA, an individual; BRUCE I. ROSE, an individual; MAUREEN A. ROSE, an individual; SANFORD ROBERTS, an individual; HELAINE B. ROBERTS, an individual; RUSSELL E. HERTRICH, an individual; FRED JACOB, an individual; EDWARD A. HENNESSEY, an individual; PAMELA A. CAPLINGER, an individual, on behalf of the estate of James M. Caplinger, Jr.; RUSSELL E. HERTRICH REVOCABLE TRUST; SANFORD ROBERTS REVOCABLE TRUST; HELAINE B. ROBERTS REVOCABLE TRUST; FRED JACOB LIVING TRUST; EDWARD A. HENNESSEY 2001 REVOCABLE LIVING TRUST; CAMAC, a Kansas corporation; BLUSH PROPERTY, a Florida limited liability company, Plaintiffs-Appellees, v. WILLIAM BOWSER, an individual; GABRIEL MANAGEMENT CORPORATION, a Utah corporation, Defendants-Appellants, and CHRISTOPHER J. ASHBY, an individual; JOHN D. HAMRICK, an individual; JORDAN S. NELSON, an individual; SCOTT B. LEFEVRE, an individual; CHRIS BROWN, an individual; SCOTT RUTHERFORD, an individual; ROCKWELL DEBT FREE PROPERTIES, a Utah corporation; ROCKWELL TIC, a Utah corporation; NOAH CORPORATION, a Utah corporation; EDMUND AND WHEELER, a New Hampshire corporation; ROCKWELL INDIANAPOLIS, a Utah limited liability company; LEFEVRE MANAGEMENT, a Utah corporation, d/b/a Cadence Property Advisors, d/b/a Cadence Property Administrators, Defendants, Case No. 19-4107 (10th Cir.). A full-text copy of the decision, dated January 21, 2021, is available at https://tinyurl.com/y52ee7ga from Leagle.com. The Defendants-Appellants are represented by: Daniel K. Brough, Esq. BENNETT TUELLER JOHNSON & DEERE 3165 East Millrock Drive Suite 500 Salt Lake City, UT 84121 Tel: (801) 438-2000 Email: dbrough@btjd.com The Plaintiffs-Appellees are represented by: Wesley Felix, Esq. John Robinson Jr., Esq. Brenda Weinberg, Esq. DEISS LAW PC 10 West 100 South Suite 700 Salt Lake City, UT 84101 Tel: (801) 433-0226 Email: info@deisslaw.com About Noah Operations Noah Operations Richardson -- https://www.noahseventvenue.com/ -- offers venues for important events, including weddings, corporate meetings, anniversaries, birthdays, and reunions. Noah Operations Richardson TX, LLC, a company based in Lehi, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 19-23492) on May 15, 2019. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by William Bowser, president of sole member Noah Corporation. The Hon. William T. Thurman oversees the case. T. Edward Cudick, Esq., at Prince Yeates & Geldzahler, APC, serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on June 28 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Noah Operations Richardson TX, LLC and its affiliates. NORTHWEST CAPITAL: Sets Bidding Procedures for Westbrook Apartments ------------------------------------------------------------------- Northwest Capital Holdings, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the bidding procedures in connection with the auction sale of its 220-unit apartment complex in Springfield, Illinois, known as the Westbrook Apartments. The Debtor's primary asset is the Real Property, a multi-family residential complex on 12.77 acres of land in Springfield, Illinois. There are 220 units in 12 multi-family buildings, eight two-story buildings with garden-level apartments, three two-story buildings without garden-level apartments, and a single-story building. The units are 1-bedroom/1-bathroom and 2-bedroom/1.5-bathroom, and generally range from $560 to $700 in rent. There is also a one-story building in the center of the complex used as a rental office and clubhouse. The complex has additional amenities, including an outdoor pool, tennis courts, and a small playground area. On Nov. 25, 2020, the Court entered an Order authorizing the Debtor to enter into a purchase agreement to sell the Westbrook Apartments for $12.5 million to NHNY Holdings, LLC. Ostensibly due to the delay in signing the purchase agreement and a lack of confidence in the Debtor's ability to refinance its debt, Midland Bank wishes to proceed with a ruling on the stay relief motion it filed in May of 2020. The parties had asked the Court to reserve ruling on the stay relief motion while the Debtor pursued the sale of the Westbrook Apartments pursuant to the purchase agreement. Notwithstanding the foregoing, Midland Bank has consented to the implementation of a process to sell the Westbrook Apartments through auction on the terms set forth. The Motion proposes to implement a two-step process for selling the Westbrook Apartments. The first step consists of the entry of the Sales Procedure Order that sets forth the process for marketing the Westbrook Apartments, the process for soliciting bids and the process for conducting an auction. The second step of the sale process involves the consummation of the sale pursuant to a final sale order. The Debtor contemplates that the final sale order will contain terms and protections required by a buyer of the Westbrook Apartments, but that such terms and conditions are likely to include the protections afforded by Section 363(f) and 363(m) of the Bankruptcy Code. The Debtor may sell the Westbrook Apartments free and clear of all liens, claims, interests, and encumbrances, except for any liabilities specifically assumed. To the best of the Debtor's knowledge, information, and belief, no entity claims an interest in the Westbrook Apartments other than Midland Bank and the Sangamon County Water Reclamation District. Midland's interest in the Real Westbrook Apartments is a lien, and the value of that lien is approximately $8.5 million. The District asserts a claim for sewer utility charges of $34,505, purportedly secured by liens recorded on March 16, 2020, after the Debtor filed for bankruptcy. Should the sale proceeds be less than the amount owed to Midland Bank, it will have the option of credit bidding its debt, in which case it will then have consented to the sale. Additionally, Sangamon County's lien upon the Westbrook Apartments was recorded post-petition and is thus not a valid encumbrance upon the Westbrook Apartments. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 7, 2021, at 5:00 p.m. (CT) b. Initial Bid: To induce Qualified Bidders to submit bids prior to the Stalking Horse Designation Deadline and to serve as the Stalking Horse, the Debtor may provide to the Stalking Horse: (a) bid protection such that any bid seeking to compete with the Stalking Horse Bid must exceed the Stalking Horse Bid by an amount of $100,000; and (b) a termination fee and expense reimbursement in the amount of $100,000. The sum of the Bid Protection and the Break-Up Fee will be deemed the "Initial Overbid Amount." In the event a Stalking Horse is designated, any Topping Bid at the Auction must be in an amount equal to or greater than the Initial Overbid Amount. c. Deposit: 10% of the purchase price d. Auction: The auction for the Westbrook Properties will occur on April 9, 2021 at 11:00 am (CT), or on any other date Midland Bank and the Debtor select. Absent the consent of Midland Bank, the auction will not be rescheduled or cancelled, although the Debtor will not be required to conduct the auction if it does not receive more than one Qualified Bid for the Westbrook Apartments. e. Bid Increments: TBA f. Sale Hearing: April 13, 2021, at 11:00 a.m. (CT) g. Sale Objection Deadline: April 12, 2021, at 5:00 p.m. (CT) h. Closing: The closing on the sale of the Westbrook Apartments will occur as promptly as possible after the entry of the final sale order. i. Midland Bank will be deemed a Qualified Bidder without any further action and has the right to submit a credit bid prior to the Bid Deadline. j. Stalking Horse Protections: If, in consultation with any advisors that it retains to assist in the sale process, the Debtor deems it advisable to do so, on March 31, 2021, the Debtor has the right to select a Stalking Horse for the auction and to provide the stalking horse with a break-up fee of $100,000 and bid protection of $100,000. k. The sale will be free and clear of liens, claims and encumbrances. Subject to further approval from the Court on seven days' notice, the Debtor has the right to employ a real estate broker or other advisors, each acceptable to Midland Bank in the exercise of its reasonable discretion. Absent Midland Bank's consent, the broker will not be entitled to a commission or any other compensation if Midland is the successful bidder as a result of making a credit bid. The Debtor will be able to use up to $10,000 of cash collateral to pay expenses required to effectively market the Westbrook Apartments. The proceeds from the sale will be paid to Midland Bank at the closing. Finally, the Debtor asks the Court to waive the stays provided for in Bankruptcy Rules 6004(h) and 6006(d), so that the Order will be effective immediately upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/y3flb5cy from PacerMonitor.com free of charge. About Northwest Capital Northwest Capital Holdings LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Northwest Capital filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 20-05334) on Feb. 27, 2020. At the time of filing, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case is assigned to Hon. Jack B. Schmetterer. The Debtor's counsel is William J. Factor, Esq. NORTHWEST HARDWOODS: Completes Financial Restructuring Process -------------------------------------------------------------- On January 29, 2021, Northwest Hardwoods, Inc., along with its affiliates, announced that it had completed its financial restructuring process and emerged from Chapter 11. Through restructuring, NWH has substantially reduced its long-term debt obligations by nearly $270 mILLION and significantly reduced its debt service obligations. Consequently, the Company holds a strong position to re-invest in long-term growth and continue to provide industry-leading quality and service to its customers. During the restructuring process, the Company's operations continued without interruption. Employees, suppliers, vendors, contract counterparties and other trade creditors were paid in full and in the ordinary course of business or were otherwise unimpaired. "This is an important milestone for Northwest Hardwoods and marks the beginning of a new and exciting phase for the company," said CEO Nathan Jeppson. "The successful completion of this restructuring process has allowed us to significantly reduce our cost structure and positions us to invest meaningfully in our long-term growth. Today's news helps us advance our mission to unleash the potential of the most environmentally sound hardwood products across the globe." NWH's financial restructuring is the product of extensive and collaborative discussions among NWH and its key prepetition stakeholders. Pursuant to the Company's "pre-packaged" chapter 11 plan, its ~$379 million of secured notes were converted into $110 million of secured exit takeback term loans and 99% of the equity in reorganized NWH (subject to dilution). The remainder of the reorganized equity is reserved for the Company's existing equity holders in exchange for their support throughout the process. In addition, the Company has entered into a new ABL credit agreement with Bank of America and Wells Fargo, ensuring that the Company will continue to have ready access to a robust working capital facility. The ad hoc group of holders of the company's prepetition secured notes (the "Ad Hoc Group"), encompassing over 90% of the company's secured notes, has likewise expressed its satisfaction with the completion of the restructuring process. Expressing its support, the Ad Hoc Group stated, "Today's news is welcome for all of Northwest Hardwoods stakeholders and investors. We believe strongly in the long-term growth of Northwest Hardwoods, its incredible employees and the strength of its management team. We look forward to a successful future for Northwest Hardwoods". Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor, LLP served as legal counsel to NWH and Huron Consulting Group served as financial advisor. The ad hoc group was represented by Willkie Farr & Gallagher LLP and Pachulski Stang Ziehl & Jones LLP, as legal counsel and Guggenheim Securities, LLC as financial advisor. About Northwest Hardwoods Headquartered in Tacoma, Wash., Northwest Hardwoods, Inc., is the largest United States manufacturer of North American hardwood lumber based on sawmill capacity, with a current estimated annual hardwood lumber capacity of approximately 320 million board feet. Its North America operations include 20 facilities that produce over 20 species of domestic hardwoods. Northwest Hardwoods serves more than 2,000 active customers across over 60 countries. Northwest Hardwoods and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23, 2020. The Debtors were estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-bankruptcy counsel; and Huron Consulting Services LLC as financial advisor. Prime Clerk is the claims agent. The secured noteholders are represented by Willkie Farr & Gallagher LLP as legal counsel and Guggenheim Securities, LLC, as financial advisor. NORTHWEST TERRITORIAL: Ch. 11 Trustee's Appeal Denied ----------------------------------------------------- Judge Ricardo S. Martinez of the United States District Court for the Western District of Washington denied the appeal filed by Mark T. Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC, from two Orders of the Bankruptcy Court for the Western District of Washington: the Order on Fee Applications of Trustee, Cascade Capital Group, LLC, K&L Gates, and Miller Nash Graham & Dunn, and the Order on Motion to Alter or Amend Findings of Fact and Conclusions of Law in Order on Fee Applications. In the first Order, the Bankruptcy Court found that Mr. Calvert as trustee "did not merely make a series of bad judgment calls," but that he "violated the Bankruptcy Code, Bankruptcy Rules, and orders of the Court, and he made multiple misrepresentations, large and small, to the Court and other parties." The Bankruptcy Court summarized Appellant's misconduct as follows: a) After the Court denied the Trustee's request to be eligible to receive expense reimbursements under the interim payment procedures, the Trustee still reimbursed himself without Court approval. b) On nine monthly operating reports the Trustee checked the no box in response to the question of whether any professionals had received payments even though he had paid himself or Cascade. c) The Trustee used estate funds to pay two sets of lawyers without obtaining authority to either employ the lawyers or compensate them. d) After he secured an order approving bid procedures, the Trustee disregarded the order, resulting in an invalid sale process, additional and unnecessary legal and transactional costs for several parties, and erosion of confidence in the system. e) Directly to the Court and through his counsel, the Trustee made multiple inconsistent and inaccurate statements about the financial condition of the estate and the prospects of a reorganization. f) Directly to the Court and through his counsel, the Trustee repeatedly declared the necessity of the Dayton Lease, but when it suited his purposes he argued and testified under oath that the Dayton Lease was not necessary because he had identified a suitable and less expensive space to rent. g) Even though he assured the Court he would not seek compensation as an accountant for performing his trustee duties, Cascade's application includes approximately 340 hours of Mr. Calvert's time for performing trustee or clerical tasks. h) Even though he was aware of the Court's concerns about the conflicts inherent with a trustee hiring his own firm, the Trustee not only failed to monitor and review Cascade's invoices but caused Cascade to seek compensation for clerical tasks and trustee work, like getting the mail, reviewing proofs of claim, making photocopies, taking photos, and compiling notebooks. i) Through his counsel, the Trustee falsely represented to the Court that he objected to the amount of the break-up fee sought by an initial bidder, when in fact he instructed the bidder to submit the requested amount to the Court. j) Directly and through his counsel, the Trustee told the Court and creditors that the estate owned hundreds of thousands of dies when that was not the case. He even told a customer that he had over 400,000 dies and was going to improperly charge a fee to research the customer's inquiry about a die. The Bankruptcy Court meticulously denied certain unsupported fees and expenses and reduced the otherwise allowable amount of $2,180,855.80 in half. Mr. Calvert then filed what was essentially a motion for reconsideration. He asserted that the Bankruptcy Court erred by: (1) disallowing fees for insufficiently identified timekeepers; (2) disallowing extraordinary and inadequately documented expenses; (3) disallowing fees related to the assumption of the Dayton Lease; and (4) further reducing Trustee Counsel's compensation because of three allegedly false narratives advanced by Trustee through Trustee Counsel. The Bankruptcy Court allowed $246,718 in additional fees for the insufficiently identified timekeepers and made various small changes to the amount allowed for expenses. The Bankruptcy Court continued to disallow fees related to the assumption of the Dayton Lease and continued to reduce compensation based on false narratives, finding that "the Court's previous findings preclude reconsideration of the underlying facts." The Bankruptcy Court declined to reconsider the 50 percent reduction of the amounts awarded, and in fact reduced the additional $246,718 and other amounts by 50 percent consistent with its prior Order. "The Court finds that the underlying Bankruptcy Court did not abuse its discretion in rejecting Appellant's request for trustee fees. There was more than enough evidence of misconduct to justify its actions. This evidence was adequately documented by the Bankruptcy Court and Appellant has failed to demonstrate clear error in any of the Court's factual findings," held Judge Martinez. Judge Martinex explained that "Appellant repeatedly attempts to frame the Bankruptcy Court's actions as a 'sanction'... At no point do the Orders at issue explicitly sanction Appellant. Instead, the Orders walk through the applicable legal standards... discussing how it 'may award compensation that is less than the amount of compensation that is requested,' how the Court 'shall not allow compensation' for certain unnecessary services, how the Court is to ask whether the services were authorized and reasonable... Although the Bankruptcy Court does cite a case for the proposition that '[v]iolations of professional ethics or breaches of fiduciary duties permit a reduction, denial or forfeiture of compensation or other sanctions'... a wholistic review of the Orders at issue leads to the conclusion that the Bankruptcy Court was not sanctioning Appellant but rather performing its duty to determine reasonable trustee fees and expenses. None of the sanctions cases cited by Appellant on appeal are directly on point or binding." The case is IN RE: NORTHWEST TERRITORIAL MINT LLC, Case No. C20-79RSM, Bankruptcy Case No. 16-11767-CMA (W.D. Wash.). A full-text copy of the Order Affirming Bankruptcy Court Orders RE: Fee Applications, dated January 15, 2021, is available at https://tinyurl.com/yy28onph from Leagle.com. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. NOSCE TE IPSUM: Seeks Use of Cash Collateral Thru March 31 ---------------------------------------------------------- Debtor Nosce Te Ipsum, Inc., and Omar Villareal, its secured creditor, ask the U.S. Bankruptcy Court for the District of Puerto Rico to grant the Debtor authority to continue using cash collateral through March 31, 2021. The COVID-19 pandemic, which was declared a national emergency on March 15, 2020, and continues to be an emergency today, has halted economic activity in large segments of the economy in Puerto Rico, and around the world. The impact of the pandemic in the economy has delayed the Debtor's reorganization despite its best efforts to move its bankruptcy case forward. The Debtor requires additional time operating its business to complete its reorganization. The parties request that the prior Court Order authorizing the use of cash collateral be extended for an additional two months, under the same budget and terms provided in the Order. The Debtor asserts it is in full compliance with the terms of the Cash Collateral Order. The Debtor has also complied with all post-petition payments to Mr. Villareal. The extension of the Order for use of cash collateral is necessary to allow the Debtor to continue operating its property while it completes its reorganization efforts, and will benefit all creditors. A copy of the Joint Motion is available for free at https://bit.ly/3t6zFD5 from PacerMonitor.com. About Nosce Te Ipsum Inc. Nosce Te Ipsum, Inc. owns in fee simple a five-story building with office and commercial spaces for lease, and adjacent parking lot structure in Guaynabo, P.R., valued at $7 million. Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los A. Ubarri, general manager, the Debtor disclosed $7,046,991 in assets and $5,210,939 in liabilities. The Debtor classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Hon. Brian K. Tester oversees the case. Counsel for Nosce Te Ipsum, Inc.: Andrew Jimenez, Esq. ANDREW JIMENEZ LLC P.O. Box 9023654 San Juan, PR 00902-3654 Tel: (787) 638-4778 E-mail: ajimenez@ajlawoffices.com Counsel for Omar Villareal: Nelson Robles-Diaz, Esq. NELSON ROBLES-DIAZ LAW OFFICES, PSC PO Box 192302 San Juan, PR 00919-2301 Tel: 787-254-9518 Fax: 787-254-9519 E-mail: nroblesdiaz@gmail.com NPC INT'L: Wins Plan Confirmation After Sale to Flynn, Wendy's -------------------------------------------------------------- NPC International, Inc., announced Jan. 29, 2021, that it has achieved approval from the U.S. Bankruptcy Court for the Southern District of Texas (the "Court") on its Second Amended Joint Chapter 11 Plan. The Plan is supported by the Company's key stakeholders, including the official committee of unsecured creditors, the ad hoc group of priority and first lien lenders, the ad hoc group of second lien lenders, the Pizza Hut franchisor, the Wendy's franchisor, the driver claimants involved in the Chapter 11 cases, as well as Flynn, the Wendy's Purchasers, and a majority of voting creditors, and Chief U.S. Bankruptcy Judge David R. Jones ruled that it meets the criteria for confirmation under section 1129 of the U.S. Bankruptcy Code. On January 20, 2021, the Court also approved the previously announced separate asset purchase agreements with Flynn Restaurant Group and Wendy's International LLC (together with its affiliates and the designated regional buyers, the "Wendy's Purchasers"), which will result in the sale of substantially all of NPC's assets. The sale transactions are expected to close in the second quarter of 2021, and the Plan would be consummated contemporaneously or shortly thereafter. "With today's confirmation, we have achieved a significant milestone for NPC and for our team," said Carl Hauch, CEO & President of NPC's Wendy's division. "We are grateful to Judge Jones for his thoughtful and diligent oversight and stewardship of these Chapter 11 cases, and we appreciate the dedication and support of our employees, customers and brand partners throughout the process. As our restaurants and team become part of the organizations of Flynn or other Wendy's franchisees, we are confident they will have many new opportunities ahead to grow and thrive." "We are very pleased to have received the Court's approval of our Plan," said Jon Weber, CEO & President of NPC's Pizza Hut division. "This important step represents the successful culmination of a lot of hard work by many people, including months of constructive negotiations with our brand partners and lenders. I'd particularly like to thank our NPC employees, who have demonstrated steadfast dedication throughout this process, despite the ongoing challenges presented by the global pandemic. It has been an honor to work alongside this talented team over the years." Weil, Gotshal & Manges LLP is acting as NPC's counsel, Greenhill & Co., LLC is acting as financial advisor, AlixPartners LLP is serving as restructuring advisor, A&G Realty is acting as real estate advisor to the Company, and The Cypress Group is acting as quick-service restaurant M&A advisor in connection with the transaction. About NPC International NPC International, Inc., is the largest franchisee of both Pizza Hut and Wendy's as well as the second-largest restaurant franchisee overall in the U.S., operating over 1,300 restaurants in 30 states and the district of Columbia. The Company, which is headquartered in Leawood, Kansas, and has a shared services center located in Pittsburg, Kansas, generates $1.5 billion in sales and has more than 30,000 full and part-time employees. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. NUVERRA ENVIRONMENTAL: Increases Credit Facility by $510K --------------------------------------------------------- Nuverra Environmental Solutions, Inc. entered into a first amendment to loan agreement with First International Bank & Trust, a North Dakota banking corporation, pursuant to which the Company and the Lender agreed to amend that certain Master Loan Agreement dated Nov. 16, 2020 between the Company and the Lender in order to increase by $510,000 the maximum availability under the letter of credit facility. As amended, the Letter of Credit Facility provides for the issuance of letters of credit of up to $5.349 million in aggregate face amount and is evidenced by an Amended and Restated Promissory Note dated Jan. 25, 2021 executed by the Company. All other terms of the Letter of Credit Facility remain unchanged. About Nuverra Nuverra Environmental Solutions, Inc. provides water logistics and oilfield services to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. Its services include the delivery, collection, and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. The Company provides a suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. Nuverra reported a net loss of $54.94 million for the year ended Dec. 31, 2019, compared to a net loss of $59.26 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $195.94 million in total assets, $57.56 million in total liabilities, and $138.38 million in total shareholders' equity. O & B HACKING: Further Fine-Tunes Small Business Plan ----------------------------------------------------- O & B Hacking, Corp., filed the Revised Amended Chapter 11 Small Business Plan and a corresponding Disclosure Statement on January 21, 2021. The assets of the Debtor are two NYC taxi medallions #7J18; 7J19 there are no other assets of the Debtor, and none are anticipated. Upon the surrender of 2 NYC Taxi medallions #7J18 and 7J19, there will be no other remaining assets of the Debtor. The plan will be funded as follows, the contemplated lump sum payment will be made from the personal funds of the two corporate principals, Olga Matusovsky and Boris Bruderzon. The unsecured, priority claim of the Internal Revenue Service, as well as unsecured non-priority claim of Internal Revenue Service, will be paid from the funds accumulated on the Debtor's DIP account, from the date of the petition and from the personal funds of the two corporate principals Olga Matusovsky and Boris Bruderzon. The two unsecured, priority claims of New York State Department of Taxation & Finance, as well as unsecured, non-priority claim of New York State Department of Taxation & Finance will be paid from the funds accumulated on the Debtor's DIP account, from the date of the petition and from the personal funds of the two corporate principals Olga Matusovsky and Boris Bruderzon. The administrative claims will be paid from the Debtor's DIP account as well as from personal funds of the two corporate principals Olga Matusovsky and Boris Bruderzon. Like in the prior iteration of the Plan, Class II shall consist of the unsecured claim of DePalma Acquisition I LLC in the total amount of $219,503. The Debtor's principals will surrender 2 NYC Taxi medallions #8H20 and 8H21 which are unencumbered and a lump sum payment of $10,000 will be paid to DePalma Acquisition I LLC on the effective date of the Plan. Class III shall consist of the general unsecured claims of the Internal Revenue Service and New York State Department of Taxation & Finance in the amount of $24,493. The Debtor proposes to pay a 10% dividend of their allowed claims in one lump sum payment commencing on the effective date of the Plan. A full-text copy of the Revised Amended Disclosure Statement dated Jan. 21, 2021, is available at https://bit.ly/3cjIUtF from PacerMonitor.com at no charge. Attorney for the Debtor: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue Brooklyn, New York 11235 Tel: +1 718-513-3145 About O & B Hacking, Corp. Based in Brooklyn, New York, O & B Hacking, Corp., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-46885) on Nov. 14, 2019, listing under $1 million in both assets and liabilities. Alla Kachan, Esq. at the Law Offices of Alla Kachan, P.C. represents the Debtor as counsel. OCCIDENTAL PETROLEUM: S&P Affirms 'BB-' ICR, Outlook Negative ------------------------------------------------------------- S&P Global Ratings affirmed its ratings on Occidental Petroleum Corp. (OXY), including its 'BB-' issuer credit and unsecured issue-level ratings. S&P's '3' recovery rating (50%-70%; rounded estimate: 55%) on the company's unsecured debt is unchanged. S&P said, "We believe OXY's global scale, business diversification, noncore asset optionality, and ability to access capital markets differentiate it from lower-rated competitors. "Our negative outlook on OXY reflects our expectation that the company will remain highly leveraged, with average debt/EBITDA above 7x and FFO/debt below 12% over the next two years based on our current oil and gas price forecast. We believe improvement in overall leverage will continue to depend on a combination of stronger commodity prices and debt reduction through additional asset sales. "We affirmed our ratings on OXY after revising the oil and gas exploration and production (E&P) industry risk score to moderately high from intermediate (see "The Change To The Industry Risk Assessment For Exploration & Production Companies And What It Means For Issuer Ratings", published Jan. 25, 2021). The industry risk revision primarily reflects factors including an accelerating energy transition, amplified commodity price volatility, and declining returns on capital. As a result, we revised our assessment of OXY's business risk to satisfactory from strong. "However, we view OXY's wide breadth of global operations and the business diversification provided by its midstream/marketing and chemicals segments as key differentiators to E&P-focused peers in the 'B' rating category. We believe this scale along with other company-specific levers, provide a variety of options to potentially reduce its high debt burden. Furthermore, OXY has demonstrated its ability to tap credit markets with several refinancing transactions in 2020, which continue to lessen its near-term debt maturity schedule and have made it much more manageable over the next few years. Nevertheless, under our current oil and gas price assumptions, we anticipate OXY will remain highly leveraged unless it realizes asset sales or cost savings beyond our expectations. "Our negative outlook on OXY reflects our expectation that the company will remain highly leveraged with average debt/EBITDA above 7x and FFO/debt below 12% over the next two years based on our current oil and gas price forecast. We believe improvement in overall leverage will continue to depend on a combination of stronger commodity prices and debt reduction through additional asset sales." S&P could downgrade OXY if: -- The company fails to meaningfully reduce debt in the next 12 months. This could occur if it does not meet S&P's cash flow expectations and is unable to execute accretive asset sales; or -- Contrary to S&P's expectations, it believes OXY has become overly reliant on capital markets, aggressively spends capital, or favors shareholder returns over debt reduction. S&P could revise the outlook to stable if: -- OXY's financial metrics improve relative to its base-case scenario, such that debt/EBITDA decreases to comfortably below 7x with FFO/debt closer to 12%; and -- It continues addressing near-term debt maturities, maintains at least adequate liquidity, and has a plausible path to further deleveraging. This would most likely occur if commodity prices improve or asset sales exceed our expectations. OLMA-XXI INC: Unsecureds Will Get 15% Dividend Over 5 Years ----------------------------------------------------------- Olma-XXI, Inc., filed an Amended Chapter 11 Small Business Plan and a corresponding Disclosure Disclosure Statement on Jan. 21, 2021. The Amended Disclosure Statement discusses Valeri Eliachov and Igor Eliachov as two shareholders of the corporation from the formation date of the Debtor and up until October 2017. In October 2017, Igor Eliachov transferred his shares to his brother, Valeri Eliachov, without any monetary, or any other consideration. Class 3 unsecured non-priority claim of Gleb Lipkin in the amount of $91,000 will be paid 15% dividend ($13,650) 60 monthly installment payments in the amount of $227.50, commencing on the effective date of the plan. Gleb Lipkin is not an insider of the Debtor. Mr. Lipkin is not in any way related to or affiliated with the Debtor, the principal, former principal or any family members, other than the friendly relationship. While there is no promissory note, all checks evidencing the loan funds deposited into the Debtor's account, have been provided to counsel for Mr. and Mrs. Katselnik in response to her inquiry into the relationship between the parties. Class 3 unsecured non-priority claim of Lina Eliacheva in the amount of $100,000.00 will be paid 15% dividend ($15,000) 60 monthly installment payments in the amount of $250, commencing on the effective date of the plan. Lina Iliachova is the daughter of Valeriy Iliachev, who lent money to Olma XXI, Inc., toward business capital. There is no promissory note, however evidence of two wire transfers into the Debtor's account, in the form of a bank statement, have been provided to counsel for Mr. and Mrs. Katselnik in response to her inquiry into the relationship between the parties. Class 3 unsecured non-priority claim of Nataliya Cherneykina in the amount of $150,000 will be paid a 15% dividend ($22,500) via 60 monthly installment payments in the amount of $375.00 commencing on the effective date of the plan. Natalya Cheneyki is a friend who has no familial relationship with the Debtor's principal or former principal and no affiliation with any family members. There is a promissory note dated June 12, 2018, which has been provided to counsel for Mr. and Mrs. Katselnik in response to her inquiry into the relationship between the parties. Class 3 unsecured non-priority claim of Olga Eliacheva in the amount of $60,000 will be paid 15% dividend ($9,000) 60 monthly installment payments in the amount of $150 commencing on the effective date of the plan. Olga Iliachova is the spouse of Igor Iliachov, a former shareholder, who lent money to Olma XXIV Inc., as business capital. There is a promissory note which has been provided to counsel for Mr. and Mrs. Katselnik, in response to her inquiry into the relationship between the parties. Class 3 unsecured non-priority claim of Printing for U in the amount of $100,000 will be paid 15% dividend ($15,000) 60 monthly installment payments in the amount of $250 commencing on the effective date of the plan. Printing for U is a company, from which the Debtor took a business loan as evidenced by a promissory note which has been provided to counsel for Mr. and Mrs. Katselnik in response to her inquiry into the relationship between the parties. The company has no affiliation to the principal or any family member and is not affiliated with the Debtor company in any way. Class 3 unsecured non-priority claim of Arkadi Katselnik in the amount of $500,000 will be paid 15% dividend ($75,000) 60 monthly installment payments in the amount of $1,250.00 commencing on the effective date of the plan. Mr. and Mrs. Katselnik are friends of the Debtor and former principal of the Debtor. Mr. and Mrs. Katselnik have presented a promissory note evidencing their claim and will receive treatment under the Plan, identical to similarly situated creditors. Interest holder Valeri Eliachov will retain his interest in the Debtor following Confirmation, in consideration of a new value contribution, being made by him as the equity holder toward the payment of general unsecured creditor claims. Valeri Eliachov will be contributing a total amount of up to $194,951, constituting the total current business value. This amount will be contributed in monthly installments, over the five-year term of the Plan. The Plan will be financed from continuing, reorganized business operations of the Debtor, from the timely collections of outstanding receivables, from funds accumulated in the Debtor, as well as a contribution of Valeriy Eliachov, from personal funds in the total amount equivalent to the business value as of the time of the Plan filing, in monthly payments, commencing on the effective date of the Plan. A full-text copy of the Amended Disclosure Statement dated Jan. 21, 2021, is available at https://bit.ly/2NB30Ft from PacerMonitor.com at no charge. Counsel for the Debtor: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue, Third Floor Brooklyn, NY 11235 Tel.: (718) 513-3145 About Olma XXI Inc. Located in Brooklyn, New York, Olma-XXI, Inc., distributes ethnic and specialty foods. Olma-XXI, Inc., is a major producer of fine caviar, meat, fish, and other quality foods. Olma-XXI filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-44731) on Aug. 1, 2019. In the petition signed by Valeri Eliachov, president, the Debtor disclosed $246,471 in assets and $1,965,500 in liabilities. The Hon. Nancy Hershey Lord oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C., serves as bankruptcy counsel to the Debtor. ORGANIC POWER: Former COO Says Plan Disclosures Inadequate ---------------------------------------------------------- Creditor Brian Healy on Jan. 25, 2021, submitted an objection to Organic Power, LLC's Disclosure Statement and Proposed Plan as filed on Dec. 17, 2020. At the time of the Debtor's bankruptcy filing, Mr. Healy held the position of Chief Operating Officer of the Debtor under an employment contract executed on May 1, 2016. Mr. Healy said he resigned his position effective May 1, 2020, due to Organic Power's inability to comply with the employment contract, and filed a corresponding claim for his postpetition deferred compensation as an administrative claim. Mr. Healy submits that the Honorable Court should not consider the Disclosure Statement because it fails to provide "adequate information". In particular, the Disclosure Statement fails to fully disclose with specificity (1) the Investor Agreement by which certain unsecured creditors have become shareholders of the company by converting their outstanding debt into preferred shares; (2) the current status of the permit process; (3) the actual status and timeline for repairs of the generator and other equipment critical to the operation of the company; and, (4) the means by which the Debtor intends to generate the revenues necessary for making distributions to creditors under its proposed Plan of Reorganization. More so, Mr. Healy also objects to the consideration of the Proposed Plan inasmuch as it provides an unrealistic payment schedule not supported by Debtor's current operational state and fails to provide treatment to all claimants in the event that the Court grants the administrative claims filed. Mr. Healy avers the Plan is not confirmable for a variety of reasons, but its most glaring defect is that it is unfeasible because the Debtor lacks sufficient cash flow and/or a reasonable fixed income projection to fund the Plan. He says the Plan should also not be confirmed because the plan as proposed does not meet all the requirements under Section 1129 of the Bankruptcy Code, does not adequately provide for all creditor claims, and improperly classifies the Debtors' insiders as claimants entitled to vote on the Plan. Attorney for Mr. Healy: Yasmin Rocio Vazquez VAZQUEZ & ESTRELLA LAW OFFICES Ave. Esmeralda 405, Suite 2 GUAYNABO, PR 00969-4427 Tel/Fax: 787-402-7275 E-mail: yvazquez@vazquezestrellalaw.com About Organic Power Organic Power LLC -- https://prrenewables.com/ -- is a supplier of renewable energy and a provider of environmentally sustainable food waste recycling services based in Puerto Rico. It offers food processing companies, restaurants, pharmaceuticals, and retail outlets an alternative to landfill disposal. Organic Power sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-01789) on April 1, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Aimee I. Lopez Pabon, Esq., at Godreau & Gonzalez LLC, as its bankruptcy counsel, and Carlos Bobonis Gonzalez, Esq., at Bobonis, Bobonis & Rodriguez Poventud, as its special counsel. ORGANIC POWER: Oriental Bank Says Plan Patently Unconfirmable ------------------------------------------------------------- Oriental Bank objects to the Disclosure Statement filed by debtor Organic Power, LLC. Oriental submits that Debtor's Disclosure Statement fails to provide adequate information to be in a position to consider the Plan. Oriental asserts that: * Neither the Disclosure Statement nor the Plan of Reorganization provides that Oriental, as a secured creditor will retain its liens until full payment of its allowed secured claim. Oriental submits that Debtor's failure to provide for the retention of liens will render the proposed plan patently unconfirmable. * The Disclosure Statement and Plan provides inconsistent treatment to Oriental Bank. The Debtor must clarify the exact treatment that will be provided to Oriental and disclose if it intends to pay Oriental's claim with a balloon end payment. * The Disclosure Statement and Plan failed to disclose the extent and limits of insurance coverage regarding Debtor's property secured by Oriental and the amount of insurance expense. This information is also necessary to evaluate the feasibility of the Plan. * Both the Disclosure Statement and Plan failed to disclose Oriental's remedies upon Debtor's default in plan payments. * The Debtor has failed to provide a detailed list of payments under the plan. This information is necessary to evaluate the feasibility of the Plan. * The Debtor must provide an alternate scenario on its income projections if the court rules in favor of the rejection for PPA with Eurocaribe. * The Debtor has failed to disclose in the Disclosure Statement its future business plans and the funding sources for those plans. A full-text copy of Oriental's objection dated Jan. 21, 2021, is available at https://bit.ly/3abLxuY from PacerMonitor.com at no charge. Counsel for Oriental: DELGADO & FERNANDEZ, LLC Maristella Sanchez Rodriguez PO Box 11750 Fernández Juncos Station San Juan, Puerto Rico 00910-1750 Tel: (787) 274-1414 (787) 764-8241 E-mail: msanchez@delgadofernandez.com About Organic Power Organic Power LLC -- https://prrenewables.com/ -- is a supplier of renewable energy and a provider of environmentally sustainable food waste recycling services based in Puerto Rico. It offers food processing companies, restaurants, pharmaceuticals, and retail outlets an alternative to landfill disposal. Organic Power sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-01789) on April 1, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Aimee I. Lopez Pabon, Esq., at Godreau & Gonzalez LLC, as its bankruptcy counsel, and Carlos Bobonis Gonzalez, Esq., at Bobonis, Bobonis & Rodriguez Poventud, as its special counsel. PARAGON FABRICATORS: Corval Holds $1.6M Unsecured Claim, Court Says ------------------------------------------------------------------- Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas granted summary judgment in favor of Corval Builders & Erectors, Inc. On July 16, 2020, Corval moved for summary judgment against Alison Bynum, the chapter 7 trustee for Paragon Fabricators, Inc. In her response to the motion for summary judgment, the Trustee raised no substantive objection. Corval, a Minnesota corporation, performs work as an industrial and commercial contractor. In 2017, Magellan Midstream Partners, L.P. hired Corval to provide storage, piping, and equipment necessary to support a project in Corpus Christi, Texas. Corval then hired Paragon Fabricators as a subcontractor on the project, with the task of completing pipe fabrication and welding work. Corval alleged that Paragon Fabricators negligently and deficiently completed its pipe fabrication and welding tasks. Corval further alleged that it was forced to pay to correct the Paragon Fabricators' subpar work. It accused Paragon Fabricators of welding external attachment welds to pipes and fittings "without specific written approval from Corval or from Magellan," in violation of project specifications. Corval said that Paragon Fabricators also performed multiple repairs to previous repairs, and completed defective welds on various pipes. Corval contended that as a result of Paragon Fabricators' failures, it sustained damages via chargebacks, and Magellan's property was damaged because the faulty pipes had to be removed and replaced. Corval's contract with Magellan required Corval to "immediately remedy, repair or replace any [w]ork not in compliance with this Contract . . . at Contractor's sole cost and expense." Corval was compelled to pay for the costs of replacing the project's pipes damaged by the work performed by Paragon Fabricators. Magellan performed the repair work, then back-charged Corval by withholding future amounts otherwise owed to Corval. Corval said that it has billed Magellan $2,718,664.00 for work completed on the project, and that Magellan has paid $1,087,079.00. Corval also said that Magellan has withheld the remaining $1,631,585.00 on account of Magellan's repairs to cure Paragon Fabricators' defective work. Corval asserts damages against Paragon Fabricators in the amount of $1,631,585.00. While performing its work on the project, Paragon Fabricators maintained an insurance policy, known as policy number MKL5IM0050382, with a policy period of December 6, 2017 to December 6, 2018, issued by Markel American Insurance Company. The Markel Policy includes coverage sections titled "Business Personal Property" and "Underground Pipes, Pilings, Bridges, and Roadways." The policy limits under those sections are $1,727, 500.00 and $250,000.00, respectively. Paragon Fabricators filed a petition under chapter 11 of the Bankruptcy Code on December 5, 2017. The case was later converted to chapter 7. Corval filed a timely proof of claim and on August 18, 2018, and the Court granted Corval relief from the automatic stay to "liquidat[e] its claim and mak[e] insurance claims on the Debtor's policies." Corval then commenced an adversary proceeding against Paragon Fabricators and the Trustee. Corval's Amended Complaint asserts the following requests for relief: I. Corval seeks a declaration that the Debtor is liable for property damage caused by the Debtor's negligent or deficient work; II. Corval seeks a declaration determining the amount of damages caused by the Debtor's negligent or defective work; III. Corval seeks a declaration that it is legally and equitably subrogated to Magellan's rights, claims, and remedies against the Debtor. IV. Corval seeks a declaration that the pipes and other items damaged by the Debtor are covered "Business Personal Property" under the Markel Policy; V. Corval seeks a declaration that it is legally and equitably subrogated to the Debtor's claims, rights, and remedies under the Markel Policy to recover losses attributable to the Debtor's negligent or defective work; VI. Corval seeks an allowed unsecured claim against the Debtor for damages caused by the Debtor. Corval now moves for summary judgment on all but the fourth claim. "Corval's summary judgment evidence is uncontroverted and no issue of material fact prevents Corval from obtaining its requested relief. The evidence shows that the Debtor negligently or defectively completed its work on the project and that Magellan sustained damages as a result of the Debtor's defective work. Magellan then withheld payment from Corval on account of those damages," explained Judge Isgur. Judge Isgur held that "Corval is entitled to summary judgment on Claim I and Claim II of the Amended Complaint... The Trustee, in her representative capacity, and the bankruptcy estate are liable to Magellan for property damage caused because of the Debtor's negligent or defective work. The damages sustained by Corval as a result of the Debtor's negligent or defective work are $1,631.585.00. Corval is legally and equitably subrogated to Magellan's rights, claims, and remedies against the Debtor because Corval compensated Magellan via chargebacks. Corval is also legally and equitable subrogated to the Debtor and Trustee's rights and remedies under the Markel Policy to recover losses attributable to the Debtor's negligent or defective work. Finally, Corval holds an allowed unsecured claim against the Debtor in the amount of $1,631,585.00, subject to reduction based on any recovery under the Markel Policy." The case is IN RE: PARAGON GLOBAL, LLC, et al, Debtors. Chapter 7, CORVAL BUILDERS & ERECTORS, INC., Plaintiff, v. PARAGON FABRICATORS, INC., et al, Defendants, Case No. Case No. 17-36605, Adversary No. 19-3458 (Bankr. S.D. Tex.). A full-text copy of the Memorandum Opinion, dated January 21, 2021, is available at https://tinyurl.com/y6jrebnw from Leagle.com About Paragon Global Paragon Fabricators, Inc. -- http://www.paragontexas.com/-- is a ASME pressure vessel fabrication shop located in La Marque, Texas, serving the needs of the Petro-chemical & Oil & Gas industries in the Gulf Coast markets for over four decades. Founded in 1975, Paragon Fabricators has recently been acquired by new ownership led by Chairman and CEO Surendra Patel who has over 30 years of experience in contract manufacturing, engineering services and electrical distribution. Paragon Global, LLC, and its affiliates, Paragon Fabricators, Incorporated; Paragon Field Services, Inc.; Patel Property Holdings, LLC, filed Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-36605) on Dec. 5, 2017. In the petitions signed by Surendra Patel, managing member, the Paragon Global disclosed $4.88 million in assets and $4.18 million in liabilities; and Patel Property Holdings disclosed $5.35 million in assets and $1.67 million in liabilities. The Hon. Marvin Isgur presides over the Debtors' cases. Margaret M. McClure, Esq., at the Law Office of Margaret M. McClure, serves as bankruptcy counsel to the Debtors. PBS BRAND: Seeks to Hire SSG Advisors as Investment Banker ---------------------------------------------------------- PBS Brand Co., LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ SSG Advisors, LLC as their exclusive investment banker. SSG Advisors will render these services: (a) Prepare information memorandum and electronic dataroom about the Debtors, their historical retail performance and prospects; (b) Assist the Debtors in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Debtors; (c) Coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum; (d) Assist the Debtors in coordinating site or virtual visits for interested buyers and working with the management team to develop appropriate presentations for such visits; (e) Entertain and investigate competitive offers from potential buyers; (f) Advise and assist the Debtors in structuring the transaction and negotiate the transaction agreements; (g) Assist the Debtors and their professionals with the structuring of sale procedures, the conduct of any auction that may result therefrom and/or a plan of reorganization or liquidation, should the Debtors determine to pursue the approval of a transaction in the context of these Chapter 11 cases; (h) Attend meetings and court appearances in these Chapter 11 cases; (i) Assist the Debtors, their attorneys, and accountants through closing on a best effort basis; and (j) Assist the Debtors in any negotiation with existing stakeholders in regard to a possible restructuring transaction of existing claims and equity. SSG Advisors will be compensated pursuant to this fee structure: (a) Monthly Fees. Monthly fees of $40,000 per month. (b) Transaction Fee. i. Upon the consummation of a sale transaction, the transaction fee shall be the greater of (i) $500,000 or (ii) 3 percent of total consideration; and ii. Upon the consummation of a restructuring transaction, the transaction fee shall be $500,000. (c) Expenses. Reimbursement of all out-of-pocket expenses. As of the petition date, the Debtors do not owe SSG Advisors any fees for services performed or expenses incurred. Teresa Kohl, a managing director of SSG Advisors, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Teresa C. Kohl SSG Advisors, LLC Five Tower Bridge, Suite 420 300 Barr Harbor Drive West Conshohocken, PA 19428 Telephone: (610) 940-1094 Facsimile: (610) 940-4719 Email: tkohl@ssgca.com About PBS Brand Co. PBS Brand Co. LLC and its affiliates are a chain of "eatertainment" venues that blends best in category scratch-kitchen culinary specialties, and craft cocktail and craft non-alcoholic programs. Each of the Punch Bowl locations is a design-forward environment that provides its patrons with a different and diverse selection of games including, among other things, bowling, scrabble, shuffleboard, virtual reality, billiards, karaoke, vintage arcade games, ping-pong, darts, and skee-ball, and in one location, a nine-hole miniature golf course, that create a setting conducive to large corporate gatherings as well as a la carte sales. PBS Brand Co. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson Galligan, authorized representative, signed the petitions. At the time of the filing, PBS Brand was estimated to have $10 million to $50 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Morris James LLP as counsel, Gavin/Solmonese as restructuring advisor, and SSG Advisors, LLC as investment banker. Omni Agent Solutions is the claims, noticing, and balloting agent. PDC WELLNESS: Moody's Affirms B3 CFR & Cuts First Lien Loans to B3 ------------------------------------------------------------------ Moody's Investors Service affirmed PDC Wellness & Personal Care Co.'s ("dba as Parfums") Corporate Family Rating at B3 and its Probability of Default at B3-PD. Moody's also downgraded the company's first lien revolver and term loan to B3 from B2. The existing first lien term loan will be upsized by $183 million, proceeds of which will be used to repay in full the $180 million remaining on the company's second lien term loan and pay for fees and expenses. The Caa2 rating on the second lien term loan is not affected and will be withdrawn upon close of the transaction. The rating outlook is stable. The affirmation of the CFR reflects that the transaction is leverage neutral and reduces cash interest expense. Parfums is performing well, but the affirmation also reflects the uncertainty that the company can sustain the current earnings level and debt-to-EBITDA below 6.0x due to potential volatility in product demand as consumers resume a more normal level of behavior. In addition, Moody's believes there is event risk because of private equity ownership. Moody's expects that Parfums' will continue to improve credit metrics through continued debt repayment and earnings growth. Specifically, Parfums' has made good progress in reducing financial leverage by roughly a turn to 5.75x debt-to-EBITDA due to mid-teens revenue growth, improved profitability and cash flow. The company has benefitted from the effects of the coronavirus that have forced consumers to remain home. Consumers have focused on self-care, which strengthened demand for products such as the company's Dr. Teal's Epsom salt and Cantu multi-cultural hair care lines. Cantu also benefitted from a higher number of consumers forced to care for their hair, reflecting hair salon closures in the first half of 2020. As the economic environment stabilizes, Moody's expect Parfums' rate of growth to slow as consumers return to their regular activities away from the home. Moody's estimates that Parfums will generate revenue growth in the low to mid-single digits over the next 12-18 months. Moody's expects the repayment of the second lien term loan with incremental first lien debt to reduce Parfums' cash interest expense by about $10 million, which will enhance free cash flow generation. Parfums will generate good free cash of about $50-$60 million per annum due to improved earnings and low capital spending. Moody's expects the company's major distribution channels -- mass market retailers, drug stores and grocery stores -- to remain open, despite concerns related to the effects of a second wave of the coronavirus. The downgrade of the senior secured bank credit facility to B3 reflects the issuance of incremental first lien term loan to repay the second lien debt in Parfums' capital structure eliminates the debt cushion to absorb losses in the event of a default. The following ratings are affected by today's action: Ratings Affirmed: Issuer: PDC Wellness & Personal Care Co. Corporate Family Rating at B3 Probability of Default Rating at B3-PD Ratings Downgraded: Issuer: PDC Wellness & Personal Care Co. Senior Secured Revolving Credit Facility to B3 (LGD4) from B2 (LGD3) Senior Secured 1st Lien Term Loan (including proposed upsize) to B3 (LGD4) from B2 (LGD3) Ratings not affected and to be withdrawn: Senior Secured 2nd Lien Term Loan, currently Caa2 (LGD5) Outlook Actions: Issuer: PDC Wellness & Personal Care Co. The rating outlook is stable RATINGS RATIONALE Parfums' B3 CFR reflects its high financial leverage of about 5.75x, small scale relative to larger and better capitalized competitors, aggressive acquisition strategy, and event risk related to its majority ownership by a financial sponsor. Demand for the company's products is vulnerable to shifts in consumer preferences, weakness in household income, retailers' shelf space allocation and marketing support. The mass fragrance, bath, multicultural hair care and beauty segments are also highly competitive and Parfums faces steep competition from branded product companies that are significantly larger, more diverse, financially stronger, and which have much greater investment capacity. These factors are partially balanced by the company's projected ability to generate free cash flow, good geographic and product diversification and solid historical organic growth in several of the company's key product categories. The rating is also supported by Parfum's good brand name recognition in niche markets, its good liquidity and Moody's expectation that continued distribution gains and product development will support the company's operating performance over the next 12 to 18 months. Parfums has a limited track record at its current operating scale and the majority of its operations were assembled through a series of acquisitions over the last five years. The management team has delivered strong growth, despite the unfavorable economic environment and through actions such as increasing distribution and focusing on products with favorable demographic support. Moody's expects performance to gradually moderate toward levels consistent with the slower category levels. In addition, the company's revenues and earnings are vulnerable to changing customer preferences and competition -- in particular from much larger, better capitalized competitors in the beauty and multi-cultural haircare care categories. Continued investment in new product development and marketing is necessary to attract and retain consumers. In terms of Environmental, Social and Governance (ESG) considerations, the most important factor for Parfums' ratings are governance considerations related to its financial policies. Moody's views Parfums' financial policies as aggressive given its appetite for debt financed acquisitions. Social considerations impact Parfums in that the company is largely a beauty company. The company sells products that appeal to customers almost entirely due to "social" considerations. To the extent such social customs and mores change, it could have an impact -- positive or negative -- on the company's sales and earnings. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer sectors from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects the uncertainty that Parfums' can sustain the current earnings level and debt-to-EBITDA below 6.0x due to potential volatility in product demand as consumers resume a more normal level of behavior. The stable outlook also reflects that event risk under the company's financial sponsor ownership could lead to leveraging transactions if earnings continue to grow, and that Parfums' will remain modest in scale compared to larger and better capitalized competitors. Customer or competitor actions that pressure Parfums' revenue and EBITDA through a deterioration in market share, retail distribution or pricing could result in a downgrade. Acquisitions, shareholder distributions, earnings weakness or other actions that lead to debt-to-EBITDA above 7.5x, or a deterioration in liquidity could also result in a downgrade. An upgrade could be considered if Parfums demonstrates a track record of profitable growth at its current scale, and maintains more conservative financial policies that support debt-to-EBITDA sustained below 6.0x and free cash flow to debt sustained above 6%. Parfums will also need to maintain good liquidity. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. PDC Wellness & Personal Care Co, (dba as Parfums) headquartered in Stamford, CT, develops, markets and sells fragrance, bath care and specialty bath and hair care products to mass market consumers. Key brands include Dr. Teal's, Cantu, Body Fantasies, Eylure, BODman, and Bodycology. Parfums has been majority-owned by CVC Partners since a leveraged buyout in 2017 and generates annual revenues of about $500 million. PETSMART INC: S&P Assigns 'BB-' Rating on New Sr. Secured Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to U.S-based PetSmart Inc.'s proposed $1.2 billion senior secured notes due 2028. The '1' recovery rating indicates its expectation for meaningful (90%-100%; rounded estimate: 90%) recovery in the event of a payment default. S&P said, "At the same time, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $1.15 billion senior unsecured notes due 2029. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. PetSmart will use the proceeds from these notes to refinance its existing capital structure. Our 'B' issuer credit rating and stable outlook on the company are unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a significant drop in PetSmart's revenue and weakened market position because of a highly competitive pricing environment, market share loss to major competitors, and a weakened macroeconomic environment. This affects its overall results as the same-store sales decline leads to a significant deterioration in its cash-flow generation and renders it unable to meet its fixed-charge obligations (including principal, interest, and minimum capex), subsequently leading to a payment default. -- S&P said, "Furthermore, our simulated default scenario considers that macro-economic and industry factors contributing to PetSmart's default also negatively impact Chewy, resulting in a meaningful decline in the value of equity pledged to secured lenders. We have applied a 75% haircut to the $4 billion of market value pledged to secured lenders in the form of Chewy equity. The affiliate pledging the collateral intends to guarantee both the secured and unsecured notes. If the value of Chewy equity falls drastically, we may reassess it." -- The Chewy equity collateral will automatically be released if PetSmart's total net leverage falls below 2x. S&P would reassess its recovery analysis if this were to occur. -- S&P's recovery analysis considers the PetSmart enterprise value, in combination with the anticipated value from Chewy equity shares benefiting senior secured lenders. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA multiple: 5x -- EBITDA at emergence: $552 million -- Estimated gross enterprise value (EV) at emergence: $2.76 billion -- Estimated value from the Chewy equity pledged to the secured lenders: $1.0 billion Simplified waterfall -- Net enterprise value at default (after 5% administrative costs): $3.6 billion -- PetSmart asset-based lending (ABL) outstanding: $400 million (unrated) -- Senior secured debt claims: $3.5 billion --Recovery expectations: 90%-100% (rounded estimate: 90%) -- Senior unsecured debt claims: $1.2 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debts amounts include six months of prepetition interest. PETSMART INC: S&P Hikes ICR to 'B' on New Refinancing Transaction ----------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on U.S.-based PetSmart Inc. to 'B' from 'B-'. At the same time, S&P assigned its 'BB-' issue-level rating and '1' recovery rating to the company's proposed $2.3 billion senior secured term loan. The '1' recovery rating for the senior secured facilities indicates its expectation for very high recovery (90%-100%; rounded estimate: 90%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation for leverage to remain less than 6x in 2021 while also recognizing the aggressive financial policy employed by the sponsor-owner, which limits rating upside. The upgrade reflects the lower-funded debt following the refinancing transaction, and S&P's expectation that PetSmart will build on recently good performance. S&P said, "We expect debt to EBITDA will remain less than 6x when the refinancing transaction is complete, which is our trigger for an upgrade. We believe trends for the next year will remain positive as a flurry of pet adoptions through the COVID-19 period and a shift in consumer discretionary spending toward home-related purchases, including pet hard goods, provide a good tailwind for industry growth." Still, leverage remains aggressive at around 5x (S&P Global Ratings' adjusted debt to EBITDA). In addition, competitive risks associated with growing e-commerce penetration and a highly competitive brick-and-mortar landscape are risks to performance. PetSmart's financial sponsor owner, BC Partners, has historically taken an aggressive approach to leverage and S&P believes it could pursue future leveraging transactions to pay dividends, although as part of this transaction the sponsor is injecting about $1.3 billion of equity. S&P said, "We expect long-term tailwinds to the sector given recent elevated pet adoption rates but growing online shopping is a threat to brick-and-mortar retailers. The elimination of the Chewy ownership places even greater focus on PetSmart's ability to demonstrate traction with its largely brick-and-mortar pet products and services. Secular shifts toward online are a headwind for PetSmart, but we acknowledge its improved performance over the last year. We recognize PetSmart's leading position in physical retail stores, which combined with its focus on services (e.g., grooming, boarding, training, and veterinary) provide some opportunities for growth even as e-commerce competitors, like Chewy and Amazon, grow at a rapid pace. "We project PetSmart's stand-alone revenue growth will approach the high-single digits this year and be modestly positive in the future. The economic backdrop remains fragile and while pet purchases are somewhat nondiscretionary (particularly consumables), we would expect the company's sales of hard goods and specialty merchandise, which have been strong sales categories for PetSmart through the pandemic, to moderate in a weaker consumer-spending environment." Its services segment remains challenged and contracted about 30% over the first three quarters; however, this represents less than 10% of Petsmart's sales. The transaction removes PetSmart ownership in Chewy. PetSmart acquired Chewy in 2016 in a $3.2 billion transaction. Subsequently, the company sold a portion of Chewy stock through an initial public offering and used a portion of the remaining Chewy equity to guarantee PetSmart debt. As part of this proposed transaction, all Chewy stock will shift to an investment vehicle of BC Partners. S&P said, "There has not been, nor do we expect, any operational coordination between PetSmart and Chewy. We do not expect BC Partners to use any of the Chewy equity to support the PetSmart investment in the future. Therefore, our analysis considers PetSmart as the stand-alone entity and attributes no benefit to the Chewy stake that BC Partners also owns, other than our consideration of the equity pledge provided to the secured lenders." The stable outlook reflects S&P's expectation that PetSmart's leverage will remain in the low-5x area based on a lower funded debt level, positive same-store sales, and relatively stable EBITDA margins. S&P could lower our ratings on PetSmart if: -- S&P expects debt to EBITDA to approach 6x; -- Free operating cash flow generation declines significantly; or -- Same-store sales are flat to negative and margins are suppressed, potentially because of more intense competitive pressures from online players, which weakens PetSmart's market position. S&P could raise its ratings on PetSmart if: -- S&P expects S&P Global Ratings' adjusted debt to EBITDA to be about 4.5x or less on a sustained basis, which could occur through additional debt paydowns; -- The sponsor owner commits to a less aggressive financial policy; -- S&P believes PetSmart will sustain positive same-store sales and EBITDA growth; and -- Free operating cash flow exceeds about $300 million annually. PIXELLE SPECIALTY: S&P Ups 1st-Lien Credit Facility Ratings to B+ ----------------------------------------------------------------- S&P Global Ratings raised its issue-level ratings on Pixelle Specialty Solutions LLC's first-lien credit facilities--including its $60 million revolving credit facility and $475 million term loan ($424 million outstanding as of Dec. 31, 2020)--to 'B+' from 'B'. The recovery rating is '2', reflecting S&P's expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of default. The rating action follows Pixelle's roughly $40 million prepayment on its term loan in December 2020. The company made the payment using proceeds from its insurance settlement payment related to the April 2020 explosion at its Maine plant. Spring Grove, Pa.-based Pixelle manufactures specialty- and non-specialty-grade papers. Specialty grades include engineered products, inkjet, book publishing, carbonless, and non carbonless forms, forms and converting, release papers, thermal labels, flexible food packaging, and food and beverage labels. Its non-specialty grades include envelope, and commercial print. It manufactures out of its four mills in Ohio, Pennsylvania, Wisconsin, and Maine. Recovery Analysis Key analytical factors -- S&P rates Pixelle's senior secured first-lien revolving credit facility and senior secured first-lien term loan 'B+', which is one notch higher than the rating agency's issuer credit rating on the company. The '2' recovery rating indicates its expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of payment default. -- S&P's simulated default scenario assumes a payment default occurring in 2024, primarily due to the combination of a severe decline in the company's volumes and prices, elevated energy costs, and increased competition in several specialty paper end markets. -- S&P assesses the company's recovery prospects on the basis of a reorganization value of $335 million. -- S&P applied its assumed distressed emergence EBITDA of approximately $65 million to a 5x multiple to reach the rating agency's estimated gross recovery value of about $335 million. -- The 5.0x multiple is consistent with the multiples it uses for Pixelle's peers in the forest and paper products industry. -- S&P's recovery analysis also assumes that, in a hypothetical bankruptcy scenario, Pixelle would have drawn about 85% of the revolving facility's commitment at default. Simulated default assumptions -- Year of default: 2024 -- EBITDA at emergence: $65 million -- Implied enterprise value multiple: 5x -- Gross enterprise value at default: $335 million Simplified waterfall -- Net emergence value (after 5% administrative costs): $315 million -- Secured first-lien debt: $445 million -- Recovery expectations: 70%-90% (rounded estimate: 70%) Note: All estimated claim amounts include approximately six months of accrued but unpaid interest. POP GOURMET: Unsecured Creditors Projected to Get 58% in Plan ------------------------------------------------------------- Pop Gourmet, LLC, submitted a Third Amended Plan of Reorganization dated Jan. 25, 2021. While the prior iteration of the Plan indicated that general unsecured claims "may receive approximately thirty-five cents on each dollar of their Allowed Unsecured Claims," the present iteration of the Plan provides that allowed unsecured creditors will receive a distribution "in excess of what they would receive under a liquidation of the Debtor" and include in its projections the proposed payments to unsecured creditors during the five-year term. This Third Amended Plan of Reorganization proposes to pay creditors over a five-year plan period. Class 3 General Unsecured Claims total $5,335,239. To the extent there are sufficient distributable funds available to do so: beginning on the first business day of the first month following the Effective Date, and continuing on the first business day of each subsequent month for 59 months, the Reorganized Debtor may make payments to Class 3 claimants on account of allowed Class 3 claims. Class 3 is impaired. The five-year projections attached to the Plan show that Class 3 will receive zero payments from year 1 to year 2, the sum of $593,916 in year 3, the sum of $1,139,962 in year 4, and $1,359,888 in year 5. Class 4 Unsecured Cure Claims total $286,627. The Debtor proposes to make monthly payments towards the Class 4 Claim with distributable funds in excess of the fixed Class 1 payment amount. The first monthly payment is projected to start in August 2022 in the amount of $9,291. Class 4 is projected to be paid in full by July 2023. The Liquidation analysis says unsecured creditors will not receive any distribution in a Chapter 7 scenario. The Plan payments shall be funded by the Reorganized Debtor's monthly income and, only to the extent necessary, by the new financing. A full-text copy of the Third Amended Plan of Reorganization dated January 25, 2021, is available at https://bit.ly/39nKxES from PacerMonitor.com at no charge. Attorneys for the Debtor: John R. Rizzardi Aditi Paranjpye CAIRNCROSS & HEMPELMANN, P.S. 524 Second Avenue, Suite 500 Seattle, WA 98104-2323 Telephone: (206) 587-0700 Facsimile: (206) 587-2308 E-mail: jrizzardi@cairncross.com E-mail: aparanjpye@cairncross.com About Pop Gourmet POP Gourmet, LLC -- https://www.popgourmetpopcorn.com/ -- is a manufacturer of potato chips, corn chips, popcorn, and similar snacks. POP Gourmet, LLC, based in Seattle, WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 20-11497) on May 26, 2020. In the petition signed by CEO Steve Gallo, the Debtor disclosed $463,637 in assets and $5,034,487 in liabilities. The Hon. Timothy W. Dore presides over the case. CAIRNCROSS & HEMPELMANN, P.S., serves as bankruptcy counsel to the Debtor. PROJECT RUBY: S&P Affirms 'B-' ICR on Completed Acquisition ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Lenexa, Kan.-based Project Ruby Parent Corp (d/b/a. Wellsky). The outlook remains stable. S&P affirmed its issue-level ratings, including the 'B' rating on the first-lien debt (the recovery rating remains '2'), and the 'CCC' rating on the second-lien debt (the recovery rating remains '6'). The stable outlook reflects S&P's expectation for high-single-digit organic growth rates and positive free operating cash flow over the next 12 months. Wellsky recently completed its $1.35 billion acquisition of care coordination software company CarePort Health. As part of the transaction, the company issued $380 million of an incremental first-lien term loan and $190 million of an incremental second-lien term loan, with the remaining purchase price funded with new equity. S&P said, "While the acquisition results in a modest increase in the scale and diversity of Wellsky's existing service offerings, the business risk profile is fundamentally unchanged. The rating continues to reflect Wellsky's relatively small revenue base of roughly $500 million, pro forma for the Careport acquisition, and narrow operating focus in the fragmented health care IT market." "However, we believe its presence in the non-acute and post-acute care market is favorable as this segment offers significant growth opportunities given the ageing population and shift to lower-cost, post-acute settings. The acquisition of CarePort also expands Wellsky's end-market exposure into the acute-care space since it has a niche in care coordination software, managing about 30% of care transitions in the U.S. Both Wellsky and CarePort's revenue streams are highly recurring (80% and 94%, respectively) with fiscal 2021 revenue visibility in high-80% range, which we view favorably. We also view Wellsky as having a distinct competitive advantage over its peers with its development of the Food and Drug Administration-approved HCLL Transfusion software and its strong relationship with Epic, which integrates this application into its own software." "We expect adjusted leverage of about 8x within one year, following a temporary spike above 12x upon close of the CarePort acquisition. While we expect adjusted leverage for fiscal 2021 to spike above 12x, we believe it is temporary since there is only partial accretion from CarePort, and EBITDA is burdened by transaction fees. We project adjusted leverage to improve to near 8x in fiscal 2022, which will include the full year benefit of CarePort as well as EBITDA margin expansion." "We expect modest free operating cash flows in fiscal 2021 with subsequent improvement in fiscal 2022 and beyond. We expect the company to remain cash flow positive despite COVID-19-related headwinds in fiscal 2021. We expect cash flow to improve in fiscal 2022 and beyond as the company benefits from contribution from the higher-margin CarePort business, and due to synergy capture. We expect capital requirements to remain manageable, with about $30 million capital expenditures (inclusive of capitalized development costs) and about $10 million of working capital outflows annually." "The stable outlook reflects our expectation that Wellsky's customer renewal rates will remain strong while its organic revenue increases by a high-single-digit percentage. We also expect the company's EBITDA margin to improve to the mid-30% range in 2022, which will enable it to generate positive free operating cash flow (FOCF) despite its high leverage. We also expect CarePort to integrate successfully with Wellsky." "We could lower the rating if the company fails to achieve revenue and EBITDA growth through introducing next-generation product lines or because of significant customer attrition, leading to negative FOCF and weaker liquidity." "We could consider a higher rating if increased revenue and EBITDA growth leads to FOCF to debt of 3% or more and leverage sustained below 7x." PUNCH BOWL: Debtor and Prepetition Lender Spar Over Control ----------------------------------------------------------- Ed Sealover of the Denver Business Journal reports that restaurant chain Punch Bowl Social is in a contentious Chapter 11 legal battle with primary lender CrowdOut Capital to stop the sale of its assets. On Dec. 10, 2020, Punch Bowl Social's primary lender, CrowdOut Capital, initiated foreclosure on the company to try to sell its assets at a Dec. 28, 2020 auction. But Punch Bowl sought bankruptcy protection on Dec. 21, 2020, stopping sale plans by CrowdOut. The bankruptcy filing, as well as efforts to tap into a bridge loan from another lender, blindsided CrowdOut. On Jan. 22, 2021, CrowdOut filed a motion seeking the appointment of an independent Chapter 11 trustee to manage the company, arguing that Punch Bowl officials no longer are operating in the best interest of the company. While Punch Bowl officials have written that they had no option but to seek financing from a lender that was not looking to sell off company assets, CrowdOut attorneys have said that the move was made in the "dark of night" and jeopardizes their company's ability to get value from the assets into which it's invested more than $20 million over the past three years. "Despite CrowdOut being the debtors' prepetition senior secured lender and largest creditor, the debtors filed these chapter 11 cases ... with their own perceived allies to proceed down a free-fall value-destructive Hail Mary litigation strategy in chapter 11 ... presumably all to fund a cramdown plan against CrowdOut," the lender said in Friday's court filing. About Punch Bowl Social Punch Bowl Social is a restaurant chain that offers the best in fun with a great lineup of arcade games, karaoke, food, craft cocktails and drinks, and hosting your events. PBS Brand Co., LLC, and its affiliates own Punch Bowl Social, a chain of "eatertainment" venues that blends best in category scratch-kitchen culinary specialties, and craft cocktail and craft non-alcoholic programs. On Dec. 21, 2020, PBS Brand Co., LLC, and its affiliates, including Punch Bowl Social, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13157). The cases are pending before the Honorable John T. Dorsey and are being jointly administered for procedural purposes under Case No. 20-13157. PBS Brands was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped MORRIS JAMES LLP as bankruptcy counsel; and GAVIN/SOLMONESE as restructuring advisor. OMNI AGENT SOLUTIONS is the claims agent. QUANTUM CORP: Incurs $2.67 Million Net Loss in Third Quarter ------------------------------------------------------------ Quantum Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.67 million on $98.02 million of total revenue for the three months ended Dec. 31, 2020, compared to net income of $4.75 million on $103.31 million of total revenue for the three months ended Dec. 31, 2019. For the nine months ended Dec. 31, 2020, the Company reported a net loss of $17.99 million on $257.15 million of total revenue compared to a net loss of $1.37 million on $314.73 million of total revenue for the same period in 2019. As of Dec. 31, 2020, the Company had $185.78 million in total assets, $379.75 million in total liabilities, and a total stockholders' deficit of $193.97 million. Jamie Lerner, chairman and CEO, Quantum commented, "Revenue in the third quarter once again exceeded our guidance due to continued growth across our traditional market verticals, including with our hyperscale customers, as well as an initial recovery in our Media and Entertainment business, coupled with increasing evidence that our new strategy is resonating with customers. Notably, the higher-than-expected revenue resulted in continued improvement in adjusted EBITDA and our achievement of breakeven on an adjusted basis ahead of plan. These accomplishments are particularly noteworthy considering the higher sales and channel expenses incurred in the quarter to support our new product introductions as well as the expansion of our leadership team." "In addition to our strong financial results, our business transformation continued with the introduction of multiple new products to classify, manage and protect unstructured data, on premise or in the cloud. We closed our first ATFS and StorNext 7 deals with the subscription software pricing, and we expect these solutions will drive a growing contribution of recurring revenue and higher margins, while also increasing the total addressable market of Quantum's solutions. Also during the quarter, we further expanded our software offerings through the acquisition of Square Box Systems, including its flagship product, CatDV, a software platform that leverages artificial intelligence and machine learning technology to catalog and analyze digital assets." "Looking ahead to the fourth fiscal quarter, we expect to continue our recent momentum and are guiding for another quarter of solid operating performance in what has historically been a seasonally weak quarter for Quantum, driven by a combination of ongoing operational execution and incremental traction across our market verticals, including with our leading hyperscale and global web scale customers." Third Quarter Fiscal 2021 vs. Prior Quarter Revenue increased 14% sequentially to $98.0 million for the third quarter fiscal 2021, exceeding the Company's guidance of $91 million to $95 million. Gross profit in the third quarter of fiscal 2021 was $42.3 million, or 43.1% of revenue, compared to $38.7 million, or 45.1% of revenue, in the prior quarter. The decrease in gross margin reflected the higher product revenue in the quarter, which was comprised of a less favorable product mix. Total operating expenses in the third quarter of fiscal 2021 were $36.2 million, or 36.9% of revenue, compared to $35.2 million, or 41.1% of revenue, in the prior quarter. Selling, general and administrative expenses were $26.4 million in the quarter, compared to $23.4 million in the second fiscal quarter. Research and development expenses were $9.6 million in the third quarter of fiscal 2021, compared to $10.2 million last quarter. Third Quarter Fiscal 2021 vs. Prior Quarter Revenue increased 14% sequentially to $98.0 million for the third quarter fiscal 2021, exceeding the Company's guidance of $91 million to $95 million. Gross profit in the third quarter of fiscal 2021 was $42.3 million, or 43.1% of revenue, compared to $38.7 million, or 45.1% of revenue, in the prior quarter. The decrease in gross margin reflected the higher product revenue in the quarter, which was comprised of a less favorable product mix. Total operating expenses in the third quarter of fiscal 2021 were $36.2 million, or 36.9% of revenue, compared to $35.2 million, or 41.1% of revenue, in the prior quarter. Selling, general and administrative expenses were $26.4 million in the quarter, compared to $23.4 million in the second fiscal quarter. Research and development expenses were $9.6 million in the third quarter of fiscal 2021, compared to $10.2 million last quarter. GAAP net loss in the third quarter of fiscal 2021 was $2.7 million, or ($0.07) per basic and diluted share, compared to a net loss of $4.6 million, or ($0.11) per share, in the second fiscal quarter. Excluding stock compensation, restructuring charges and other non-recurring costs, non-GAAP adjusted net income in the third fiscal quarter improved to $0.01 million, or $0.00 per basic and diluted share, compared to an adjusted net loss of $0.2 million, or ($0.01) per basic and diluted share last quarter. Adjusted EBITDA in the third quarter of fiscal 2021 increased to $9.4 million, compared to $8.9 million in the prior quarter. Balance Sheet and Liquidity Cash, cash equivalents, and restricted cash amounted to $17.4 million as of Dec. 31, 2020, compared to $12.3 million as of March 31, 2020. Both balances include $5.0 million in restricted cash required under the Company's Credit Agreements, and $0.8 million of short-term restricted cash. Outstanding debt as of Dec. 31, 2020 on a gross basis was $201.2 million and $170.2 million on a net basis after netting $21 million in unamortized debt issuance costs. This compares to $167.8 million of outstanding debt as of March 31, 2020 on a gross basis, and was $154.1 million on a net basis after netting $13.7 million in unamortized debt issuance costs. Total interest expense was $7.8 million for the three months ended Dec. 31, 2020. Outlook For the fourth fiscal quarter of 2021, the Company expects revenues to be $98 million, plus or minus $3 million. Non-GAAP adjusted net income (loss) is expected to be breakeven, plus or minus $1 million, and related adjusted earnings (loss) per share of $0.00, plus or minus $0.02. Adjusted EBITDA is expected to be $9 million, plus or minus $1 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/709283/000070928321000002/qtm-20201231.htm About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com-- provides technology and services that stores and manages video and video-like data delivering the industry's top streaming performance for video and rich media applications, along with low cost, high density massive-scale data protection and archive systems. The Company helps customers capture, create and share digital data and preserve and protect it for decades. Quantum Corporation reported a net loss of $5.21 million for the year ended March 31, 2020, a net loss of $42.80 million for the year ended March 31, 2019, and a net loss of $43.35 million for the year ended March 31, 2018. As of Sept. 30, 2020, the Company had $173.28 million in total assets, $369.52 million in total liabilities, and a total stockholders' deficit of $196.24 million. QUARTER HOMES: Selling House in Show Low to Horvaths for $245K -------------------------------------------------------------- Quarter Homes, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the sale of the house located at 1981 N. Pebble Beach Drive, in Show Low, Arizona, to Jeffrey Horvath and Diane Horvath for $245,000, subject to higher and better offers. Quarter Homes owns 31 homes (single family residences) located in Maricopa, Pinal, and Navajo County. The homes are covered by blanket deeds of trust, assignments of leases and rents, and security agreements ("DOT Assignments and Security Agreements"), serviced by Midland Loan Servicing on behalf of Wilmington Trust, National Association, as Trustee for the benefit of holders of CoreVest American Finance 2018-1 Mortgage Pass Through Certificates. Due to the bankruptcy filing, CoreVest passed servicing of the loans to Situs AMC. The DOT Assignments and Security Agreements are part of a master loan agreement providing the terms of the original $6.9 million (now approximately $5 million) loan that Quarter Homes has from CoreVest. Under the terms of the Loan Documents, Quarter Homes is required to pay back a certain release price (the proportional share of that home with regard to the original loan), along with a pre-payment fee, and a yield-maintenance fee. Upon closing of the sale and receipt of the Release Price, Situs/CoreVest is obligated to release its lien so that clear title can be passed to the buyer. Although it has not yet been calculated to the exact dollar amount, it is anticipated that the Release Price will be approximately $151,000 (approximately $112,000 in principal, $16,500 in yield maintenance/prepayment fees, and $22,500 in the contract-required 20% principal reduction). The Debtor does not anticipate that payment of the 20% principal reduction will occur as it is likely that the Situs loan will have been fully paid prior to the sale. Nevertheless, that has been included in the presentation to ensure the most conservative estimates. The home was marketed pursuant to the Debtor's previously filed motion to employ John Bobo and Homesmart Professionals as broker for the house. The Court has not yet approved that motion although the time to object will have run prior to the hearing on the sale, and it is anticipated that the application will be approved. After payment of the Release Price, and payment of the commissions due to the John Bobo of Homesmart Professionals ("A&M Broker"), the escrow, tax, and other closing costs borne by Quarter Homes (in total estimated to be $17,150), Quarter Homes will realize approximately $76,850 on the sale. Those funds will be used to fund the Debtor's recently filed liquidating plan, i.e., to pay off its creditors and investors. As previously indicated, under Quarter Homes' business model, it would obtain money from investors and use those funds to purchase specific houses. Those investors would then receive beneficial interests in the residences purchased with their funds. In accordance with its recently filed plan, the Debtors expect that all of the funds from the sales of the Selling Houses will be deposited in a segregated account (the account previously used for the post-petition sale of the Colby Home -- approved by the Court on June 23, 2020). The sale will pay down the Debtor's obligations to Situs/CoreVest (to the benefit of all non-secured creditors). In addition, the remaining funds will assist the Debtor with providing secure footing for its plan to pay investors under its Chapter 11 plan. The asks Court approval of the sale in accordance with Section 363 and Bankruptcy Rule 6004. The Pebble Beach House will be sold free and clear of liens, claims, and encumbrances, with CoreVest's lien to attach to the extent of the aforementioned Release Prices, which Release Price will be paid to CoreVest at the close of escrow. In addition, Quarter Homes is responsible for certain other closing costs including the commission of the Buyer’s broker, escrow, title, and other fees in the approximate amount of $17,150. After the deduction of the Release Price, the John Bobo commission, and the other Closing Costs, the sale of the Pebble Beach House to Buyer will result in net proceeds after costs of sale of approximately $76,850. This amount will be paid to Quarter Homes at closing. This amount is more than anticipated under the Debtor's plan projections -- which anticipated a sale price of approximately $137,000. If the sale of the Pebble Beach House is approved by the Court, the transaction is scheduled to close on Feb. 26, 2021, or as otherwise agreed by the Debtor and the buyer. The Debtor's agents have communicated with the Buyer and the Buyer is ready to promptly close escrow. To the extent that the Court believes procedures are necessary, the Debtor would submit that any party desiring to bid provides the counsel for the Debtor with a $5,000 cashier's check (or cash) on the date of the sale, and that bids occur in increments of $1,000. As a result of John Bobo's efforts, the Debtor received the offer from the Buyer that led to the Purchase Contract. Contingent upon the Court's approving the sales of the Pebble Beach House to the Buyers for a purchase price of $245,000, John Bobo is entitled to fees of $7,350 (6% of the sale price). The Debtor asks approval of such fees, and authorization for payment to John Bobo at closing. The Debtor asks a waiver of the 14-day stay pursuant to Rule 6004(h) to allow the order approving the relief sought to take effect immediately. Fed. R. Bankr. P. 6004(h). A copy of the Contract is available at https://tinyurl.com/yxa8g5sy from PacerMonitor.com free of charge. About Quarter Homes, LLC Quarter Homes, LLC, located at 15446 N Greenway Hayden Loop, Ste, 1029, in Scottsdale, Arizona, owns commercial real estate, undeveloped land, and residential properties located in Arizona. Quarter Homes, LLC sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-07065) on June 11, 2020. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Warren J. Stapleton, Esq., at Osborn Maledon, P.A. The petition was signed by David Turcotte, president. QUARTER HOMES: Selling Three Houses in Arizona for $823K -------------------------------------------------------- Quarter Homes, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the sale of the following three houses, free and clear of liens, claims, and encumbrances, located at: (1) 27990 N. Crystal Lane, San Valley, Arizona to Joe Louie Muruato for $265,000; (2) 18690 N. Smith Drive, Maricopa, Arizona to Lawanda Meabon for $303,000; and (3) 45573 W. Ranch Rd., Maricopa, Arizona to Amber Cruz-Bencomo for $255,000. Quarter Homes owns 20 homes (single family residences) located in Maricopa, Pinal, and Navajo County. The homes are covered by blanket deeds of trust, assignments of leases and rents, and security agreements ("DOT Assignments and Security Agreements"), serviced by Midland Loan Servicing on behalf of Wilmington Trust, National Association, as Trustee for the benefit of holders of CoreVest American Finance 2018-1 Mortgage Pass Through Certificates. Due to the bankruptcy filing, CoreVest passed servicing of the loans to Situs AMC. The DOT Assignments and Security Agreements are part of a master loan agreement providing the terms of the original $6.9 million (now approximately $5 million) loan that Quarter Homes has from CoreVest. Under the terms of the Loan Documents, Quarter Homes is required to pay back a certain release price (the proportional share of that home with regard to the original loan), along with a pre-payment fee, and a yield-maintenance fee. Upon closing of the sale and receipt of the Release Price, Situs/CoreVest is obligated to release its lien so that clear title can be passed to the buyer. Although it has not yet been calculated to the exact dollar amount, it is anticipated that the Release Price (which includes the principal allocation, the contract-required 20% principal reduction, and the yield maintenance) for each house will be: House Sale Price Release Price Costs of Sale Projected Amount to Debtor Crystal Lane $265,000 $152,000 $18,550 $ 94,450 Smith Dr. $303,000 $158,000 $21,210 $123,790 Ranch Rd. $255,000 $139,000 $17,850 $98,1500 Totals: $823,000 $449,000 $57,610 $316,390 With regard to these houses, it should be noted that although the figures set forth include the 20% principal reduction, these charges will likely not be paid because the loan to Situs will be fully paid prior to the closing of these houses. These Selling House were marketed pursuant to the Debtor's previously filed motion to employ Maria Todd and A&M Management as a broker for the houses. The Court approved that motion on Oct. 27, 2020. Each purchaser is an arms-length purchaser not related in any way to the Debtor. The total of all sale prices is $823,000. After payment of the Release Price, and payment of the commissions due to the Maria Todd of A&M Management of Arizona ("A&M Broker"), the escrow, tax, and other closing costs borne by Quarter Homes, Quarter Homes will realize approximately $316,390 on the sales. Those funds will be used to fund the Debtor's recently filed liquidating plan, i.e., to pay off Quarter Homes' creditors and investors. As previously indicated, under Quarter Homes' business model, it would obtain money from investors and use those funds to purchase specific houses. Those investors would then receive beneficial interests in the residences purchased with their funds. In accordance with its recently filed plan, the Debtors expect that all of the funds from the sales of the Selling Houses will be deposited in a segregated account (the account previously used for the post-petition sale of the Colby Home--approved by the Court on June 23, 2020). The Debtors will visit with their creditor constituents and anticipate that they will be willing to authorize $15,000 to be taken from these sale proceeds and placed into the Debtors' operating reserve--to ensure continued liquidity during the case. The Closing of each sale will occur as follows: House Closing Crystal Feb. 18, 2021 Smith Feb. 22, 2021 Ranch March 31, 2021 Contingent upon the Court's approving the sales of the houses at the purchase prices specified below, A&M Broker is entitled to 2.5% of the sale prices for the Selling Homes as follows: House Commission Estrada $6,625 Smith $7,575 Ranch $6,375 Totals: $20,575 The Debtor asks approval of such fees, and authorization for payment to A&M Broker at closing of each sale in the amounts set forth. Upon Court approval, the Selling Houses will be sold free and clear of liens, claims, and encumbrances, with CoreVest's lien to attach to the extent of the aforementioned Release Prices, which Release Prices (totaling approximately $449,000) will be paid to CoreVest at the close of escrow. In addition, Quarter Homes is responsible for certain other closing costs including the commission of the Buyer’s broker, escrow, title, and other fees in the approximate amount of $57,610. After the deduction of the Release Price, the A&M Broker commission, and the other Closing Costs, the sale of the Selling Houses to Buyer will result in net proceeds after costs of sale of approximately $316,390. This amount will be paid to Quarter Homes at closing. This amount is more than anticipated under the Debtor's plan projections -- which anticipated combined sale prices for the Selling Homes of approximately $760,000. Thus, the Debtor has performed better than the low end, and closer to the high end of its plan projections. The Debtor asks approval of such fees, and authorization for payment to A&M Broker at closing of each sale in the amounts set forth. The Debtor further asks a waiver of the 14-day stay pursuant to Rule 6004(h) to allow the order approving the relief sought to take effect immediately. Fed. R. Bankr. P. 6004(h). A copy of the Contracts is available at https://tinyurl.com/y3ydpo2x from PacerMonitor.com free of charge. About Quarter Homes, LLC Quarter Homes, LLC, located at 15446 N Greenway Hayden Loop, Ste. 1029, in Scottsdale, Arizona, owns commercial real estate, undeveloped land, and residential properties located in Arizona. Quarter Homes, LLC sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-07065) on June 11, 2020. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Warren J. Stapleton, Esq., at Osborn Maledon, P.A. The petition was signed by David Turcotte, president. RACKSPACE TECHNOLOGY: Moody's Rates New $2.2BB Term Loan B 'B1' --------------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to Rackspace Technology Global, Inc.'s proposed $2.2 billion seven-year senior secured term loan B. The net proceeds from the proposed term loan issuance will be used in conjunction with other secured debt to fully refinance the company's existing $2.8 billion term loan B due 2023. All other ratings including the company's B2 corporate family rating and stable outlook are unchanged. Assignments: Issuer: Rackspace Technology Global, Inc. Senior Secured Bank Credit Facility, Assigned B1 (LGD3) RATINGS RATIONALE Rackspace's B2 CFR reflects its high but moderately decreasing leverage, intensely competitive end markets which include large multi-national providers and risks to sustainability of business model evolution despite turnaround evidence and solid growth over recent quarters. The rating is also constrained by the technological and competitive threats inherent in the IT services industry. The rating is supported by Rackspace's moderate scale and strengthening free cash flow profile driven by recurring revenue and recent double-digit bookings growth trends. Rackspace's asset-light multicloud services focus has sustained lower capital intensity. Moody's expects Rackspace's free cash flow to steadily improve in 2021 and 2022, aided by expectations for mid-to-high single-digit revenue growth and lower interest expense associated with reduced debt and refinancing activity following its August 2020 IPO. Rackspace's debt leverage (Moody's adjusted) for the last 12 months ending September 30, 2020 was 5.6x. Rackspace's liquidity is very good, supported by a pro forma cash balance of about $158 million as of September 30, 2020, reflecting November 2020 financing activity, and full availability under a $375 million revolving credit facility. Moody's anticipates the company will rely on its cash balances and utilize its revolver to invest in its business, including targeted M&A to enhance its service offerings similar to the company's November 2019 acquisition of Onica Holdings LLC (Onica). Onica is an Amazon Web Services consulting partner and managed services provider providing cloud-native consulting and managed services, including strategic advisory, architecture and engineering and application development services. Onica has increased Rackspace's service innovation and facilitated expanded customer penetration, and likely serves as a template for future M&A to better leverage global growth opportunities in the multicloud space. The debt instrument ratings of Rackspace reflect the probability of default of the company, as reflected in the B2-PD probability of default rating, an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt in the capital structure, and the loss given default (LGD) assessment of the debt instruments in the capital structure based on a priority of claims. The company's senior secured term loan and revolving credit facility are rated B1 (LGD3), one notch above the B2 CFR, given the loss absorption provided by the unsecured notes. The unsecured notes are rated Caa1 (LGD6), two notches below the B2 CFR due to their junior position in the capital structure. The stable outlook reflects Rackspace's reduced leverage following its August 2020 IPO and strong bookings trends and revenue growth. Moody's expectations for continued increases in the scale and profitability of the company's multicloud services segment will contribute to continued reductions in leverage, further supporting the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Rackspace's ratings if leverage is sustained below 4.5x and free cash flow/debt is greater than 5% (both on a Moody's adjusted basis). Moody's could downgrade Rackspace's ratings if leverage is sustained above 5.5x (Moody's adjusted) or if free cash flow deteriorates or if liquidity deteriorates. In addition, the rating could be downgraded if the company returns cash to shareholders or if there is deterioration of Rackspace's market position irrespective of its credit metrics. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Based in San Antonio, Texas, Rackspace combines its broad IT industry expertise with leading technologies across applications, data and security to deliver end-to-end multicloud solutions. The company's 120,000-plus customer base is accessed through a network presence in more than 60 markets around the world. RCX SOLUTIONS: Files for Chapter 7 After Nuclear Verdict -------------------------------------------------------- Jim Allen of FreightWaves reports that RCX Solutions, an Arkansas-based trucking company forced to cease operations nearly a year ago after it was unable to climb out of debt following a five-year legal battle over a $23 million nuclear verdict, filed for Chapter 7 liquidation Monday, January 25, 2021. In March 2020, RCX Solutions Inc. of Little Rock announced it was closing its doors after its bank refused to extend the carrier's line of credit, citing the costly legal verdict. "We kind of got the stool kicked out from under us because the bank said they were unable to work with us because we still had that [nuclear verdict] judgment hanging over our heads," Randy Clifton Jr., president of RCX Solutions, told FreightWaves at the time. Since 2015, RCX Solutions has been fighting a legal battle over a fatal crash that resulted in a $23 million "nuclear verdict" in 2017, Mr. Clifton said. Nuclear verdicts are described as jury awards in which penalties exceed $10 million. While the U.S. Circuit Court of Appeals for the 5th Circuit lowered the amount to $7.5 million in late 2019, it was too late to help the struggling carrier. "These nuclear verdicts are driving some insurance companies out of the market, which is making insurance capacity tight," Clifton, a third-generation trucking company owner, told FreightWaves at the time of the closure. His father, Randy Clifton Sr., started RCX in 2001. He turned over the reins to the younger Clifton in January 2010 after suffering a heart attack. "The remaining insurance companies are going to be able to charge really high rates, which is forcing a lot of smaller trucking companies out of business because they can't afford to pay the rates," Randy Clifton Jr. said. "It's just a vicious cycle all the way around." Among the company's unsecured creditors, which are last in line for payment in Chapter 7 cases, are J&J Capital Funding Equipment of Saint George, Utah, owed nearly $977,000; Stoughton Rental and Leasing Co. of Little Rock, owed nearly $173,000; and Fleet One of Houston, owed more than $56,000. According to RCX Solutions' financials, its gross revenues were nearly $1.4 million in 2020. This is a significant drop from the $12 million the carrier reported in revenue in 2019. A creditor's meeting is scheduled for 8:30 a.m. Feb. 23, 2021, according to the petition filed in the U.S. Bankruptcy Court for the Eastern District of Arkansas. About RCX Solutions RCX Solutions is an Arkansas-based trucking company forced to cease operations in 2020. According to PacerMonitor.com, RCX Solutions Inc. filed a Chapter 7 bankruptcy petition (Bankr. D. Ark. Case No. 21-10224) on Jan. 25, 2021. In its filing, RCX Solutions lists its assets as up to $50,000 and its liabilities as between $1 million and $10 million. In the petition, the company states that it has up to 49 creditors. The company maintains that no funds will be available for unsecured creditors once it pays administrative fees. The Debtor's counsel: O.C. Rusty Sparks Caddell Reynolds Law Firm Tel: 501-214-0856 E-mail: rsparks@justicetoday.com REMINGTON OUTDOOR: Assets Sold; Junior Creditors Get 'Gift' in Plan ------------------------------------------------------------------- Remington Outdoor Company, Inc., et al., on Jan. 25, 2021, filed a proposed Joint Chapter 11 Plan and a Disclosure Statement. The Offical Committee of Unsecured Creditors and the Exit Term Loan Lenders are co-proponents of the Plan. The Court has granted the Debtors' request for an expedited hearing on the Debtors' motion for an order conditionally approving the Disclosure Statement, establishing solicitation procedures, and setting a combined hearing to consider approval of the Plan and Disclosure Statement. The Court will convene a hearing on the Motion on Feb. 1, 2021. The parties filed the Plan in connection with the conclusion of a comprehensive sale process for the Debtors' assets including certain core and non-core assets, which resulted in sale transactions with seven separate buyers yielding an aggregate net purchase price in the amount of $157 million (the "Primary Asset Sale Proceeds"). Certain significant assets that constitute collateral of the Exit Term Loan Secured Creditors but were not included in the sales (the "Remaining Assets") remain in the Debtors' estates and are expected to generate additional value upon disposition (the "Remaining Asset Proceeds," together with the Primary Asset Sale Proceeds and all other cash on hand constituting Cash Collateral of the Prepetition Secured Creditors, the "Collateral Proceeds") for the benefit of the Exit Term Loan Secured Creditors and the Debtors' estates. This Plan contemplates the distribution of the Collateral Proceeds and the unencumbered assets of the Debtors' estates, if any, in accordance with the priority scheme contemplated under the Bankruptcy Code (the "Liquidation") and requirements for plan confirmation. The Plan includes distributions and transfers based upon the Aggregate Gift to Junior Creditors provided by the Exit Term Loan Lenders. Holders of Allowed Exit Term Loan Claims have agreed to forgo receipt of, fund, and/or gift to Junior Creditors amounts consisting of: (1) Cash from the Primary Asset Sale Proceeds utilized pursuant to the Plan for (a) satisfaction of (i) Allowed General Administrative Expenses, (ii) Allowed Priority Tax Claims, and (iii) Allowed Priority Non-Tax Claims, (b) funding of (i) the Plan Professional Fee Reserve, (ii) the Plan Administrator Operating Expense Funded Amount, and (iii) any other reserves established under the Plan, (2) the Unsecured Creditor Recovery Amount and the payments to the Tort Convenience Class Claims, if any and (3) the amount of the Adequate Protection Superpriority Claim, which shall be waived as of the occurrence of the Effective Date. In addition, the GL Insurance Assets will be retained for the benefit of the Tort Claims (other than the Tort Convenience Class Claims) in the Tort Claim Sub-Trust and will not be cancelled or sold. But for the foregoing concessions, the Junior Creditors who benefit from the Aggregate Gift to Junior Creditors would likely receive no recovery. Under the Plan, Junior Creditors including holders of Allowed Priority Tax Claims, Tort Convenience Class Claims, and General Unsecured Claims will receive recoveries, while the GL Insurance Assets will be preserved for Tort Claims (other than Tort Convenience Class Claims). The Debtors and the other Plan Proponents believe that none of these recoveries would be achievable in a Chapter 7 liquidation or under an alternative plan. The amount of the Aggregate Gift to Junior Creditors from the Exit Term Loan Lenders is significant and is only available if the Plan is confirmed and becomes effective. In all other scenarios, the Debtors believe that there will be no recovery for Claims in other Classes, with the exception of certain Secured Claims to the extent and only to the extent that their Liens are senior to the those of the Exit Term Loan Secured Creditors up to the value of the Debtors' interest in the applicable Collateral. Only a small number of Secured Claims, if any, would likely satisfy those requirements. The Debtors estimate that the cash portion of the Aggregate Gift to Junior Creditors ranges in value from approximately $22 million to $30 million, depending upon (i) the ultimate recovery on asset sales, (ii) the amount of the Allowed Administrative, Priority and Tort Convenience Class Claims and (iii) other funded expenses. In addition to the cash portion of the Aggregate Gift to Junior Creditors, the Exit Term Loan Lenders would waive their Adequate Protection Superpriority Claim under Section 507(b) of the Bankruptcy Code and the Final Cash Collateral Order. The Debtors estimate that the Adequate Protection Superpriority Claim of the Exit Term Loan Lenders may be in the range of approximately $25 million to $35 million based upon the diminution of Cash Collateral predominantly related to Chapter 11 expenses. The Exit Term Loan Secured Creditors assert that their Adequate Protection Superpriority Claim is potentially as high as $55 million, thus there may be significant variance depending upon how any diminution of Collateral value is measured. As such, the Debtors believe that the Exit Term Loan Lenders' Adequate Protection Superpriority Claim would consume the entirety of any net value of any asset that is not already the Collateral of the Exit Term Loan Secured Creditors in any alternative plan or a Chapter 7 liquidation. The Exit Term Loan Lenders are anticipated to have a substantial unsecured deficiency claim, which is estimated at approximately $70 million for purposes of voting under the Plan. The actual deficiency claim will depend upon the amount of Collateral Proceeds ultimately achieved, the final amounts of payments permitted under the Plan, and other factors. Holders of Class 5 General Unsecured Claims will recover 0.2 percent to 1.1 percent of their claims. Each holder of an Allowed General Unsecured Claim will receive its pro-rata share of the Creditor Trust Interests; provided, however, that the first $894,451 of the Unsecured Claims Distribution in respect of the Creditor Trust Interests will be distributed pro rata to holders of Allowed General Unsecured Claims other than holders of the Exit Term Loan Deficiency Claims. Class 6 Tort Convenience Class Claims will receive cash equal to 2 percent of the Allowed Amount of such Claim not to collectively exceed $20,000 per incident or occurrence. The Debtors will fund distributions under the Plan with (a) cash on hand (which, for the avoidance of doubt, will be cash on hand, if any, that is available after the consummation of the sales); (b) the Primary Asset Proceeds and the Remaining Asset Proceeds; and (c) all other proceeds, if any, generated from the liquidation of the Plan Assets. A full-text copy of the Disclosure Statement dated Jan. 25, 2021, is available at https://bit.ly/2KVfSpa from primeclerk.com at no charge. O'MELVENY & MYERS LLP Co-Counsel for the Debtors and Debtors in Possession 400 South Hope Street Los Angeles, CA 90071-2899 PILLSBURY WINTHROP SHAW PITTMAN LLP Co-Counsel for the Franklin Managed Entities Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 FOX ROTHSCHILD LLP Co-Counsel for the Committee 345 California Street, Suite 2200 San Francisco, CA 94104 BURR & FORMAN LLP Co-Counsel for the Debtors and Debtors in Possession 420 North 20th Street, Suite 3400 Birmingham, Alabama 35203 CHRISTIAN & SMALL LLP Co-Counsel for the Franklin Managed Entities 1800 Financial Center, 505 N. 20th Street Birmingham, AL 35203 BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC Co-Counsel for the Committee 420 20th Street North, Suite 1400 Birmingham, AL 35203 About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by CEO Ken D'Arcy. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. O'MELVENY & MYERS LLP, led by Stephen H. Warren, and Karen Rinehart, is the Debtors' general bankruptcy counsel. BURR & FORMAN LLP, led by Derek F. Meek and Hanna Lahr, is the Debtors' local counsel. M-III ADVISORY PARTNERS, LP, is the Debtors' financial advisor, while DUCERA PARTNERS LLC, is the investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. RENTPATH HOLDINGS: Fights With CoStar on $58-Mil. Breakup Fee ------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that RentPath Holdings Inc. and rival CoStar Group Inc. are fighting over payment of a $58 million breakup fee following the Federal Trade Commission's lawsuit to block CoStar's acquisition of its bankrupt competitor. What had been a largely consensual bankruptcy case took a turn after the cornerstone of RentPath's reorganization -- CoStar's $587 million acquisition -- was thwarted by the FTC, RentPath's lawyer, Ray Schrock of Weil, Gotshal & Manges LLP, said Thursday at a hearing in the U.S. Bankruptcy Court for the District of Delaware. $58.7M Break-Up Fee Rentpath at the end of December 2020 filed a motion seeking to enforce the Plan Confirmation Order and directing CoStar to pay the agreed-upon break-up fee of $58,700,000 in light of the parties' inability to obtain antitrust approval of the sale transaction by the negotiated outside date. Rentpath noted that it has been expending significant effort and resources for nearly 10 months to secure approval from the FTC to consummate the sale. On Jan. 4, 2021, contemporaneously with the filing of the objection to the Motion, CoStar commenced an adversary proceeding in the chapter 11 cases by filing a 49-page unverified complaint, seeking, among other things, a declaration that Debtors improperly terminated the Stalking Horse APA and are not entitled to the Break-Up Fee. "[T]his Court can and should expeditiously resolve the Motion, which, as a practical matter, will also resolve the core issue raised in CoStar's unverified Complaint: whether the Debtors had the right to terminate the Stalking Horse APA pursuant to Section 7.02(b) thereof and, therefore, are entitled to the Break-Up Fee under Section 7.04. The Court should not entertain CoStar's attempt to transform a discrete Break-Up Fee dispute into a litigation morass and a war of attrition that CoStar knows the Debtors -- CoStar's "primary competitor" as stated in the public statements of CoStar's CEO -- cannot afford and that will competitively benefit CoStar at RentPath's expense," the Debtors said in a Jan. 25 court filing. Rentpath added, "The Break-Up Fee provisions in the Stalking Horse APA are straightforward and easily applied here: the failure of the parties to close by the Outside Date entitled the Debtors to terminate the Stalking Horse APA and, because antitrust approval was not obtained by the date of termination, the Break-Up Fee is owed and must be paid. Any attempt by the Stalking Horse Bidder to unnecessarily complicate the issues can and should be avoided." About RentPath Holdings RentPath is a digital marketing solutions company that empowers millions nationwide to find apartments and houses for rent. RentPath Holdings, Inc., and 11 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10312) on Feb. 12, 2020. RentPath Holdings was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. Weil, Gotshal & Manges LLP and Richards Layton & Finger are serving as legal counsel, Moelis & Company LLC is serving as a financial advisor, and Berkeley Research Group, LLC is serving as restructuring advisor to RentPath. Prime Clerk LLC is the claims agent. RESIDEO TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms BB ICR ------------------------------------------------------------------ S&P Global Ratings affirmed its ratings on Resideo Technologies Inc., including the 'BB' issuer credit rating, and revised the outlook to stable from negative. The stable outlook reflects our view that the company will continue to enjoy solid operational performance and will be able to keep its adjusted debt to EBITDA ratio at the lower end of the 4x-5x range. Resideo's profitability has improved, as actions taken from management's operational and financial review initiated in 2019 should yield roughly $45 million of cost savings and a marked turnaround in its products and solutions segment, helping Resideo's adjusted EBITDA margins rise to 11% during a pandemic-challenged 2020 from 10% in 2019. S&P believes Resideo will demonstrate "GDP-plus"-like sales growth and higher profitability in the next two years, supported by a recovery in the macroeconomic environment; good demand for security products; initiatives to invest in new products and e-commerce; other sales channel improvements, including ERP; and supply chain optimization. Liquidity and financial discipline are good, following the raising of $280 million in equity in November 2020 and management's election to use roughly $140 million of cash on hand to fund a partial call of its $400 million 6.125% senior unsecured notes. The proposed refinancing of its credit facilities benefits the debt maturity profile, extending the maturities of the revolver and term loan debt to 2026 and 2028, respectively, and greatly reduces the amortization payments, as the term loan A would have required $35 million and $52.5 million of amortization in 2021 and 2022, respectively. S&P said, "The stable outlook reflects our view that Resideo's progress in improving its profitability and deleveraging will prove lasting, supported by a macroeconomic recovery and continued solid operational performance. After having reduced operational costs, Resideo is now likely to focus on new product introductions-which require growth capital outlays--as well as on price optimization, sales strategy, and innovation. We see Resideo's adjusted debt-to-EBITDA ratio staying at the low end of the 4x-5x range as being appropriate for the rating, but the company has a good chance of outperforming that level. Its ratio was 4.4x as of Sept. 30, 2020, compared with 4.9x and 5.2x at the ends of the March and June quarters, respectively. When December results are released, we expect adjusted debt leverage to continue to exhibit a downward trend. U.S. residential spending has improved in 2020, spurred by stay-at-home trends from the COVID-19 pandemic, but there is still a fair degree of macroeconomic uncertainty that could jeopardize progress. We expect financial discipline on the part of management to support satisfactory credit measures and liquidity. This will be helped by reduced amortization and interest expense associated with the upcoming term loan issuance and refinancing. Our leverage figure includes adjustments to incorporate anticipated future environmental indemnification payments to former parent Honeywell Inc. "We could raise the rating if Resideo improved and maintained its adjusted EBITDA margins to roughly 12% while keeping its debt obligations tolerable for a higher rating, with the result that the adjusted debt-to-EBITDA ratio stays within the 3x-4x range and free operating cash flow to debt is near 15%. Capital outlays could be higher than normal this year because of discretionary growth-related investment, but free cash flow generation should remain healthy if macroeconomic conditions allow. Establishing a record of this (i.e., at least two quarters in a row) is important to this scenario. "We could lower the ratings on Resideo if the company's adjusted debt-to-EBITDA ratio increased again to 5x or above and stayed there consistently or if there were sustained deterioration in the operating environment (i.e., long-term adverse macroeconomic conditions or regulatory changes) or company-specific challenges that brought about long-term chronic EBITDA margin degradation or operational volatility." ROBBIN'S NEST: Court Extends Plan Exclusivity Until March 29 ------------------------------------------------------------ Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division extended the period within which Debtor Robbin's Nest for Children LLC has the exclusive right to file a Chapter 11 plan of reorganization through and including March 29, 2021. The Debtor will be working with its accountant to close out the 2020 books and once it has all the financials and reports available from 2020 it will have more information on how to build the plan. The Debtor is licensed for 12 children but only has 2 children at this time. The Debtor is having issues with the building and has to replace a vent hood in the kitchen, fix certain windows, have the building cleared of termites, and fix some electrical problems. These issues are being resolved, and as soon as they are, the Debtor will be able to extend the population to 12. Each child brings in $3,500 per month, and 12 will gross $42,000 per month. Once these issues are resolved, and once the Debtor has 12 children, the Debtor will be able to reorganize. April 30, 2021, is a reasonable deadline to have everything resolved and the State satisfied so that the population can be increased. The 300-day deadline under the United States Bankruptcy Code is May 27, 2021. The extension will give the Debtor the additional time to resolve the issues they need to deal with to reorganize as soon as possible. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3pnOS0d at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/36ch0Mv at no extra charge. About Robbin's Nest for Children LLC Robbin's Nest for Children LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-33824) on July 31, 2020, listing under $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Margaret M. McClure, Esq. at the LAW OFFICE OF MARGARET M. MCCLURE represents the Debtor as counsel and John F. Coggins as the Debtor's accountant. ROCK CREEK: Vogel Claim Cut to $210K; Unsecureds to Recover 100% ---------------------------------------------------------------- Rock Creek Baptist Church of the District of Columbia filed a Third Amended Plan of Reorganization on Jan. 25, 2021, ahead of the confirmation hearing scheduled for March 4, 2021, at 10:00 a.m. Class 10 Allowed General Unsecured Claims will receive distributions totaling 100% of their allowed claims in cash, with interest at the rate of 5 percent per annum, as follows: (i) beginning on the date that is six months from the Effective Date and continuing on the anniversary of each such date for a period of five years, holders of Class 10 General Unsecured Creditors will receive their pro-rata share of an aggregate sum of not less than $50,000 each year. All Class 10 General Unsecured Claims are expected to be paid in full no later than the date that is 48 months from the Effective Date but, in any event, no later than the date that is 60 months from the Effective Date. At the time of the filing of the Third Amended Disclosure Statement, the amount of claims in Class 10 totaled $5,688,000 including claims filed against and/or scheduled by the Debtor in the aggregate amount of $5,329,000. The largest claim was a disputed General Unsecured Claim of Mark Vogel in the amount of $5,250,000, alleged in Claim No. 17 filed on Aug. 14, 2020. That Claim has now been resolved in the amount of $210,000, thereby reducing claims to the current level. Class 10 also consists of the under-secured claims of the holders of Allowed Secured Claims in Classes 7-8 as well as the claims held by creditors whose leases will be rejected pursuant to the Plan. On the Effective Date, except as otherwise provided in the Plan, all assets of the Debtor and the Bankruptcy Estate shall vest in the Reorganized Debtor free and clear of all liens, claims, encumbrances and interests of any person. In particular, unless and until the respective Allowed Secured Claim of any holder of Classes 1-8 Claims are paid in full, the liens securing such Allowed Secured Claim shall continue to attach in the same priority and to the same extent that they attached on the Petition Date. A full-text copy of the Revised Third Amended Plan of Reorganization dated Jan. 25, 2021, is available at https://bit.ly/3omz1xR from PacerMonitor.com at no charge. Attorneys for the Debtor: Janet M. Nesse MCNAMEE, HOSEA, JERNIGAN, KIM GREENAN & LYNCH, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, Maryland 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 E-mail: jnesse@mhlawyers.com About Rock Creek Baptist Church Rock Creek Baptist Church of the District of Columbia, based in Upper Marlboro, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-16565) on May 14, 2019. In the petition signed by Jeffrey L. Mitchell, Sr., pastor, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Lori S. Simpson oversees the case. The Debtor hired The Weiss Law Group, LLC, and McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., as bankruptcy counsel. ROCKET SOFTWARE: Moody's Affirms B3 CFR & Rates Unsec. Notes Caa2 ----------------------------------------------------------------- Moody's Investors Service affirmed Rocket Software, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating and the B2 ratings on the company's Senior Secured First Lien Bank Credit Facility. Concurrently, Moody's assigned a Caa2 rating to Rocket's proposed $500 million Senior Unsecured Notes issuance. The outlook is stable. Net proceeds from the proposed notes issuance are expected to be used to finance Rocket's acquisition of Uniface B.V., repay the company's $260 million Second Lien Term Loan, and fund approximately $2 million to the company's balance sheet. In addition to the proposed note issuance, Rocket will upsize its First Lien Revolver to $150 million from $125 million. Uniface is a provider of software which is used to assist in the development, deployment and maintenance of enterprise software. The company sells directly to enterprise customers, as well as to independent software vendors. Based in Amsterdam, Uniface generated approximately $45 million of revenue in the LTM period ended September 2020. Assignments: Issuer: Rocket Software, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5) Affirmations: Issuer: Rocket Software, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Rocket Software, Inc. Outlook, Remains Stable RATINGS RATIONALE Rocket's B3 CFR reflects the company's relatively small scale (with revenues less than $500 million) compared to its infrastructure software peers and acquisition appetite which can lead to temporary increases in debt. Rocket has somewhat limited organic growth prospects and looks to strategic acquisitions to augment growth and improve market position. Rocket has historically used a combination of internally generated cash flow and debt to fund acquisitions. The use of additional debt to fund larger acquisition activity could result in leverage levels remaining somewhat elevated over time. As evidenced by the high level of leverage used to finance the 2018 LBO of the company by private equity sponsors Bain Capital and additional debt incurred for acquisitions, Rocket is expected to maintain an aggressive financial strategy. The ratings are supported by Rocket's strong profitability with historical EBITDA margins of about 50%, strong free cash flow generation, long-standing supply relationship with IBM, and relatively high proportion of recurring revenues. Rocket has made progress in stabilizing recent revenue declines (Rocket's pro forma revenue declined approximately 9% in 2019) throughout 2020, however the company is expected to generate only modest organic growth over the long term. Moody's expects that Rocket's acquisition strategy will be a key driver of revenue and EBITDA growth. Adjusted leverage (about 7x as of the LTM period ended September 30, 2020 including adjustments for recently acquired EBITDA and certain one-time expenses) has remained elevated since the close of the 2018 LBO transaction. The persistently high leverage is largely attributable to recent organic license and maintenance revenue declines resulting from a lack of sales execution with Rocket's IBM related product lines as well as additional debt incurred for recent tuck-in acquisition activity. Substantial one-time expenses related to severance, restructuring and acquisitions are expected to roll-off in 2021, which in combination with the effect of recent cost reductions should support EBITDA and free cash flow generation over the next 12-18 months. Rocket also expects to achieve modest cost synergies related to its acquisition of Uniface which will also support profit growth. Liquidity is adequate based on an expected cash balance of approximately $13 million at the close of the transaction and Moody's expectation for free cash flow to debt in the 3-4% range over the next 12-18 months. Liquidity is also supported by an upsized $150 million revolving credit facility ($56 million drawn at September 30, 2020). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Rocket's ratings could be downgraded if leverage is expected to be sustained above 7.5x or free cash flow to debt were negative on other than a temporary basis. Moreover, the ratings could be downgraded if Rocket were to lose a critical business partner or face a material deterioration in maintenance revenue or liquidity. Ratings could be upgraded if operating performance were to improve such that Moody's adjusted leverage were sustained below 6.5x and free cash flow (cash from operations less capex) to gross debt were maintained at 5% or above. Rocket Software, Inc. is a provider of IT management software tools to the distributed and IBM mainframe markets. The company generated pro forma revenues of approximately $443 million in the LTM period ended September 30, 2020. Rocket, which is headquartered in Waltham, MA, is owned by management and funds affiliated with Bain Capital. The principal methodology used in these ratings was Software Industry published in August 2018. ROLTA INTERNATIONAL: Court Tosses Chapter 11 Bid ------------------------------------------------ Greg Land of Law.com reports that a federal bankruptcy judge in Alabama tossed out a bid by information technology company Rolta International to seek Chapter 11 protection, agreeing with a group of creditors owed more than $200 million that the company "did not have a realistic ability to effectively reorganize." Rolta International's creditors said they are owed more than $200 million by the Alpharetta, Georgia-based IT company, which has offices around the country and in Canada. About Rolta International Rolta International, Inc., provides information technology solutions, services, and software. Rolta International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-82282) on Oct. 29, 2020. The petitions were signed by Preetha Pulusani, president of the Debtors' international operations. At the time of the filing, Rolta International estimated assets of less than $50,000 and liabilities of between $500 million and $1 billion. Judge Clifton R. Jessup Jr. oversees the cases. Maples Law Firm, PC is Debtor's legal counsel. ROYAL ALICE: Court OKs Hoffman's Bid to Intervene ------------------------------------------------- Judge Meredith S. Grabill of the United States Bankruptcy Court for the Eastern District of Louisiana granted Susan Hoffman's Motion for Intervention in Adversary Proceedings. Royal Alice Properties, LLC filed a voluntary petition under chapter 11 of the Bankruptcy Code on August 29, 2019. The Debtor's only assets consist of three real estate properties in the French Quarter neighborhood in New Orleans, Louisiana: (a) 900-902 Royal Street; (b) 906 Royal Street, Unit E; and (c) 910-912 Royal Street, Unit C. Only two creditors filed proofs of claim against the Debtor's estate. One of those creditors, Arrowhead, filed a proof of claim for $1 million and also initiated an adversary proceeding, alleging in both that the Debtor is liable under alter-ego and/or single-business-enterprise theories, among others, for the unsatisfied obligations of several non-debtor affiliates of the Debtor against which Arrowhead has obtained money judgments. On August 28, 2020, the Court granted in part and denied in part the Debtor's motion to dismiss the claims alleged in the Arrowhead Adversary. On September 4, 2020, the Court appointed a chapter 11 trustee to oversee the Debtor's case pursuant to 11 U.S.C. Section 1104. The Debtor moved for reconsideration of the Court's Order appointing a chapter 11 trustee, requesting in part that the Court authorize Ms. Hoffman to continue the defense of the Arrowhead Adversary on behalf of the Debtor through existing counsel. Ms. Hoffman expressed concern that the trustee "will not aggressively. . . defend" the Arrowhead Adversary. The Court denied the motion for reconsideration, contending that, as a fiduciary of the estate, the chapter 11 trustee would vigorously defend the estate against the claims alleged in the Arrowhead Adversary. The Court, however, advised that Ms. Hoffman could file a request for intervention in that adversary proceeding. Per the Court's directive to appoint a chapter 11 trustee in this case, the US Trustee filed an application and notice to appoint Dwayne M. Murray to serve as the chapter 11 trustee, which the Court granted on September 18, 2020. Judge Grabill said that "Rule 24(b) provides, in pertinent part, that intervention is permissible by anyone who 'has a claim or defense that shares with the main action a common question of law or fact.'" She also said that "as evidenced by Hoffman's proposed motion for summary judgment, Hoffman has aligned herself with the chapter 11 trustee in the Debtor's defense against the Arrowhead Adversary. The Court finds that there are common defenses between Hoffman and the Debtor. So it is left to the Court's discretion whether to allow intervention." "Hoffman proposes to raise no new issues and no discovery has been conducted to date in the Arrowhead Adversary. Therefore, the Court finds that Hoffman's intervention will not unduly delay the proceedings... Further, Hoffman's intervention will aid the chapter 11 trustee and 'significantly contribute to the full development of the underlying factual issues of the suit,' as many of the facts required to resolve the remaining claims in the Arrowhead Adversary involve non-debtor affiliates controlled by Hoffman or her family members... Finally, as a party in interest, Hoffman has standing under 11 U.S.C. Section 1109(b) to 'raise and... appear and be heard on any issue in a case under this chapter.' For those reasons, this Court will allow Hoffman to intervene in the Arrowhead Adversary pursuant to Rule 24(b)," Judge Grabill explained. The case is IN RE: ROYAL ALICE PROPERTIES, LLC, Chapter 11, Debtor. ARROWHEAD CAPITAL FINANCE, LTD, Plaintiff, v. ROYAL ALICE PROPERTIES, LLC, Defendant, Case No. 19-12337, Adv. No. 20-1022 (Bankr. E.D. La.). A full-text copy of the Order & Reasons, dated January 15, 2021, is available at https://tinyurl.com/y2m4k3ju from Leagle.com. About Royal Alice Properties Royal Alice Properties, LLC, owns, manages and rents the building and real estate located on the 900 block of Royal Street in the French Quarter, New Orleans, Louisiana. The condominium units are located at 906, 910-12 Royal St. New Orleans, LA 70116. Royal Alice Properties sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 19-12337) on Aug. 29, 2019. In the petition signed by Susan Hoffman, member/manager, the Debtor was estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Meredith S. Grabill. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, represents the Debtor. Dwayne M. Murray has been appointed as Chapter 11 Trustee. He has retained Louis M. Phillips, Esq., at Kelly Hart & Pitre as counsel. SABLE PERMIAN: Court Approves Chapter 11 Sale Plan -------------------------------------------------- Law360 reports that a Texas bankruptcy judge Friday signed off on oil and gas producer Sable Permian Resources' Chapter 11 plan after being told it had won the overwhelming support of the company's creditors. At a virtual hearing, U.S. Bankruptcy Judge Marvin Isgur approved Sable's plan to settle its debts with the sale of a subsidiary to its secured creditors and a wind-down of the rest of its business after the sole remaining objection to the plan was resolved. Houston-based Sable, which holds 127,600 acres of oil and gas leases in the Permian Basin of West Texas, filed for Chapter 11 in June 2020. As reported in the TCR, Sable Permian Resources, LLC, and its affiliated debtors filed a Second Amended Joint Plan and a Disclosure Statement on Dec. 16, 2020. Recoveries for General Unsecured Claims in 10A (estimated at $44.15 million) and 10B (estimated at $0) are 0% to [To Be Determined]%, according to the Disclosure Statement. General unsecured claims in 10C (estimated at $70.06 million) are projected to recover 1%. Unsecured claims in 10D (estimated at $525,000) are projected to have a 0% recovery. Class 10A consists of the General Unsecured Claims against SPR; Class 10B consists of the General Unsecured Claims against SPR OpCo; Class 10C consists of the General Unsecured Claims against Sable Land; and Class 10D consists of the General Unsecured Claims against the Other Debtors. A full-text copy of the Second Amended Disclosure Statement dated Dec. 15, 2020, is available at https://bit.ly/3aGAY4Y from PacerMonitor.com at no charge. About Sable Permian Resources Sable Permian Resources, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33193) on June 25, 2020. At the time of the filing, Sable Permian Resources disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Marvin Isgur oversees the cases. The Debtors have tapped Latham & Watkins, LLP and Hunton Andrews Kurth LLP as legal counsel, Alvarez & Marsal North America LLC as financial advisor, Evercore Group LLC as an investment banker, and M-III Advisory Partners, LP as financial advisor. Mohsin Y. Meghji of M-III Advisory Partners is Debtors' chief restructuring officer. Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC are tapped as liquidation analysis and valuation experts and sage-popovich, inc., as valuation expert. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 17, 2020. The committee has tapped Paul Hastings LLP and Mani Little & Wortmann, PLLC as its legal counsel, Conway MacKenzie LLC as a financial advisor, and Miller Buckfire & Co. LLC and Stifel, Nicolaus & Co. Inc. as an investment banker. SANCHEZ TRUCKING: Seeks Approval to Hire Tarbox Law as Counsel -------------------------------------------------------------- Sanchez Trucking Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Tarbox Law, PC as legal counsel. Tarbox Law will render these legal services: (a) prepare legal papers; (b) advise the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of a Chapter 11 plan of reorganization; (c) advise the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the trustee's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties-in-interest; and (d) assist the Debtor with any and all sales of assets, closing of such sales, and distribution to creditors. Max Tarbox, Esq., at Tarbox Law, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Max R. Tarbox, Esq. Tarbox Law, PC 2301 Broadway Lubbock, TX 79401 Telephone: (806) 686-4448 Facsimile: (806) 368-9785 About Sanchez Trucking Transport Sanchez Trucking Transport, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-50007) on Jan. 23, 2021. Judge Robert L. Jones oversees the case. Tarbox Law, PC, led by Max R. Tarbox, Esq., serves as the Debtor's counsel. SEADRILL PARTNERS: Seeks to Tap KPMG to Provide Tax Services ------------------------------------------------------------ Seadrill Partners LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ KPMG LLP to provide tax provision and consulting services. KPMG will render these services: (a) assistance in gathering necessary year-end tax and financial information and schedules; (b) assistance in the identification and computation of temporary and permanent differences; (c) computation of a preliminary income tax provision for management's review and approval; (d) preparation of income tax related balance sheet accounts and footnote disclosures for management's review and approval; and (e) assistance of the Debtors in their effort to work with their independent auditors to draft income tax provision work papers. In addition, KPMG, if needed, will also provide additional tax consulting services: (a) assistance in calculating earnings and profits calculation; (b) preparation of informational Form 8937 Report of Organizational Actions Affecting Basis of Securities; and (c) assistance with Passive Foreign Investment Company analysis. Prior to the petition date, KPMG received $125,000 from the Debtors for professional services performed and expenses incurred. KPMG's hourly rates are as follows: Partners $852 Managing Directors $792 Directors/Senior Managers $732 Managers $684 Senior Associates $516 Associates $312 Paraprofessionals $252 In addition, KPMG will seek reimbursement for costs and expenses incurred. Jae Kim, a certified public accountant and a managing director at KPMG LLP, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jae H. Kim KPMG LLP 811 Main Street Houston, TX 77002 Telephone: (713) 319-2000 Facsimile: (713) 319-2041 About Seadrill Partners Seadrill Partners LLC (NYSE: SDLP) is a limited liability company formed by deep-water drilling contractor Seadrill Ltd. (OTCMKTS:SDRLF) to own, operate and acquire offshore drilling rigs. Seadrill Partners was founded in 2012 and is headquartered in London, the United Kingdom. Seadrill Partners, set up as an asset-holding unit, owns four drillships, four semi-submersible rigs and three so-called tender rigs which are all operated by Seadrill Ltd. Seadrill Partners LLC and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020. Mohsin Y. Meghji, authorized signatory, signed the petitions. Judge Marvin Isgur oversees the cases. Seadrill Partners disclosed $4,579,300,000 in assets and $3,122,300,000 in total debts as of June 30, 2020. Kirkland & Ellis LLP and Kirkland & Ellis International LLP, and Jackson Walker LLP are the Debtors' attorneys. The Debtors also tapped Sheppard Mullin Richter & Hampton, LLP as conflicts counsel and KPMG LLP as tax provision and consulting services provider. SILICONSAGE BUILDERS: Owner Sanjeev Acharya Files for Bankruptcy ---------------------------------------------------------------- George Avalos of The Mercury News reports that Sanjeev Acharya, a South Bay developer who faces fraud allegations and the implosion of his Bay Area real estate empire, has filed for bankruptcy, hoping to reorganize the finances of his company, Silicon Sage Builders. In the Chapter 11 bankruptcy case, Mr. Acharya stated he had incurred at least $100 million and as much as $500 million in debts, according to documents on file with the U.S. Bankruptcy Court. The value of his assets ranged from $1 million to $10 million, the court papers show. Acharya estimated that he owes money to anywhere from 200 to approximately 1,000 creditors. Among the notable debts that were listed in the bankruptcy filing: * $45 million for a construction loan linked to a property at 42183 Osgood Road in Fremont. New York state-based Acres Capital, through an affiliate, was listed as the lender. * $40.7 million for a construction loan connected to a property at 1821 to 1873 Almaden Road in San Jose. Acres Capital provided the financing. * $39.6 million for a construction loan associated with a site on Balbach Street in downtown San Jose. Acharya's company, Silicon Sage Builders, has developed and completed a residential complex at 180 Balbach in San Jose called Aura. Chicago-based Prime Finance Partners was listed as the provider of the loan. * $13.9 million for a land loan at 37358 to 37482 Fremont Blvd., which is in the Centerville area of Fremont. Beverly Hills-based Bolour Associates is listed as the lender. * $8.3 million for a land loan at 41965, 41911 & 42021 Osgood Road in Fremont. Bolour Associates provided the loan. * $7.9 million for a construction loan and land loan for a site at 1313 Franklin St. in Santa Clara. Bolour Associates is listed as the lender. * $5.98 million for a land loan at 2101 to 2149 Alum Rock Ave. in San Jose. Los Angeles-based Parkview Financial is listed as the lender. * $4.9 million for a land loan at 510 to 528 S. Mathilda Ave. in Sunnyvale. Bolour Associates is the lender. * $3.6 million for a land loan at 1368 El Camino Real in Santa Clara. On Jan. 11, 2021, lenders began foreclosure proceedings to seize the property through a notice of default filing for a $3.5 million loan that's delinquent. The loan relates to the office and retail section of the property, which has been built and is known as Madison Park. * $2.9 million for a building loan at 560 S. Mathilda Ave. in Sunnyvale. Acharya's primary company, Silicon Sage, maintains its headquarters at this location. * $1.8 million for a land loan at 1661, 1663, and 1665 Alum Rock Ave. in San Jose. SEC's Lawsuit In December, the Securities and Exchange Commission filed an emergency action against Silicon Sage Builders and Sanjeev Acharya in connection with an alleged $119 million fraudulent offering. According to the SEC's complaint, Silicon Sage Builders and Acharya raised money from approximately 250 retail investors, most of whom were members of the Northern California South Asian community, by falsely describing Silicon Sage Builders' real estate business as profitable and promising investors exorbitant returns. In fact, as the complaint alleges, from 2016 to 2019, all but one of Silicon Sage Builders' projects had significant cost overruns and did not generate enough money to pay investors the promised returns. Acharya, as alleged in the complaint, misled investors into believing the payments they received were derived from Silicon Sage Builders' profits when, in reality, Silicon Sage Builders and Acharya had used new investor funds to pay earlier investors. The complaint also alleges that Acharya misled investors as to the amount of money the company was attempting to raise and falsely told investors they could redeem their investments despite there being insufficient funds to meet redemption requests. In meetings with investors around August 2020, Acharya appeared to acknowledge that he had made some errors over the years, according to the SEC documents. Acharya said he should have been more transparent with investors, the SEC's complaint stated. "I should have done it," Acharya said at an investment meeting. "Back then, maybe my thinking was that everybody's returns will come. So ... I really didn't bother to get into details, but what I was not thinking, what my mistake was that I wasn't thinking a downside scenario." About Silicon Sage Builders SiliconSage Builders LLC, a/k/a Silicon Sage Builders, is a Sunnyvale, California-based real estate development developer formed by Sanjeev Acharya in 2011. The Securities and Exchange Commission on Dec. 21, 2020, filed a complaint against Silicon Sage and Acharya in connection with an alleged $119 million fraudulent offering. The SEC's complaint said Silicon Sage and Acharya raised money from approximately 250 retail investors by falsely describing Silicon Sage Builders' real estate business as profitable and promising investors exorbitant returns. A motion on the SEC's motion to appoint a receiver to take over the assets was slated for Feb. 9, 2021. The case is Securities and Exchange Commission v. SiliconSage Builders, LLC, et al. (N.D. Cal. Case No. 20-cv-09247), pending before Judge Susan Illston. According to PacerMonitor.com, Sanjeev Acharya and Mina Acharya filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 21-50082) on Jan. 23, 2021. The Acharyas estimated less than $10 million in assets and at least $100 million in liabilities in its bankruptcy filings. The largest unsecured creditors are Acres Loan Origination LLC, owed $45 million on a construction loan (for 42183 Osgood Road), and $40.66 million on another construction loan (1821-1873 Almaden Rd.), and PFP Holding Company V, LLC, owed $39.63 million on a construction loan (Balbach St.), and Fremont Peralta Holding Company, LLC, owed $13.82 million on a land loan (37358-37482 Fremont Bl.). The Debtors tapped Binder & Malter, LLP, led by Robert G. Harris, as counsel. SINCLAIR BROADCAST: S&P Lowers ICR to 'B+'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Sinclair Broadcast Group Inc. (SBG) to 'B+' from 'BB-' due to underperformance at its subsidiary Diamond Sports Group LLC (DSG). Despite delinking its ratings on DSG from parent SBG, S&P continues to consolidate the operations of both DSG and Sinclair Television Group Inc. (STG) into SBG's financial and credit metrics. The regional sports networks (RSNs) have been hurt by canceled sporting events due to the coronavirus pandemic. S&P lowered its expectations for DSG's operating and financial metrics primarily due to lower distribution revenue and higher sports programming costs. As a result, S&P expects SBG's consolidated adjusted leverage will increase to 6.5x-7x in 2021 from the mid-5x area in 2020. S&P said, "The negative outlook reflects the risk that leverage could remain above 6.5x in 2022 if there a delayed recovery in local advertising, sporting events are delayed or canceled, or carriage of the RSNs does not improve." "We expect SBG's leverage will increase and remain above 5.5x. We expect SBG's consolidated EBITDA will decline around 25% in 2021 due to DSG's continued underperformance, which represents around half of SBG's consolidated revenue. DSG had lower sports programming costs in 2020 because fewer games were played due the coronavirus pandemic. However, we expect costs will materially step-up in 2021 as more games are played, particularly during the 2021 MLB season (the 2020 season was limited to just 60 games, less than half of a regular season). Beyond 2021, we expect sports programming costs, which are largely fixed, will increase in the mid-single-digit percent area. At the same time, we expect DSG's revenue (excluding new carriage contracts) will decline in the low-single-digit percent area over the next few years as distribution revenue declines from ongoing subscriber churn and as growth from advertising, sports betting, and digital initiatives take time to scale." Given the increased challenges facing DSG, including elevated subscriber churn and carriage challenges, which S&P expects will also weigh on profitability over the next few years; it views SBG's consolidated business less favorably than before. Note: EBITDA does not add back non-recurring costs and is calculated based on the amortization of sports programming rights and not cash payments for sports rights. While S&P expects these figures to converge in 2021, the amortization of sports programming rights was materially lower than the cash payments for sports rights in 2020. The rating on SBG consolidates the operations of both STG and DSG. S&P views STG as integral to SBG and therefore link the ratings on STG to SBG. Before the RSNs were acquired, STG's operations accounted for nearly all of SBG's financial performance and therefore was the primary driver of SBG's franchise, management knowhow, and strategy. Given SBG's long track record as a television broadcaster, it does not believe STG could be separated from SBG. SBG also guarantees STG's debt. While STG and DSG have their own separate credit pools that lack cross-default provisions, S&P's rating on STG remains equal to SBG because SBG could potentially transfer assets from STG to DSG, DSG's operations could potentially affect STG's reputation and relationships (particularly given customer overlap), and DSG will likely continue to rely on STG for operational support under stress (since it relies on STG for management services). The ratings on DSG are delinked from SBG. S&P believes management remains interested in owning DSG as part of its efforts to become a large diversified media company. However, it believes comments from management that DSG could pursue debt exchanges, receivable financings, or designate subsidiaries as unrestricted suggest that STG is unlikely to provide cash or other assets to DSG and that STG's health remains a priority. The rating on SBG is supported by the stability of STG's broadcast television stations. S&P said, "While traditional media companies (television, radio, and outdoor) were hurt by the pandemic and resulting recession in 2020 as advertisers pulled back on spending, core advertising has sequentially improved since its low point in April, and we expect it will largely recover in 2021 to around 90% of 2019 levels as spending improves throughout the year. We believe STG also generated record political advertising of around $365 million in 2020 driven by the U.S. presidential election and intense political climate, and expect it will continue to benefit from significant political advertising revenue in future election years. At the same time, we expect retransmission revenue will continue to be a relatively stable source of revenue for STG as it benefits from price increases following retransmission contract renewals. Alternatively, since the RSNs already have high revenue per subscriber, we believe distribution revenue from the RSNs will continue to decline (excluding new carriage contracts) over the next few years." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects the risk that leverage could remain above 6.5x in 2022 if there's a delayed recovery in local advertising, sporting events are delayed or canceled, or carriage of the RSNs does not improve. S&P could lower the rating if it expects leverage to remain above 6.5x in 2022, which could occur if there is a delayed recovery in local advertising, sport seasons--particularly the 2021 MLB season--are delayed or shortened, or the RSNs do not regain carriage on DISH, YouTube TV, and Hulu. S&P could revise the outlook to stable if: -- Local advertising sequentially improves through 2021; -- Multiyear contracts are secured for the RSNs on DISH and either YouTube TV or Hulu in 2021 and S&P gets clarity on the schedule of sporting events for the second half of 2021, which together support leverage declining below 6.5x in 2022; and -- S&P gets clarity regarding DSG's future operations. SORROEIX INC: Asher, LLC Buying Memphis Property for $3 Million --------------------------------------------------------------- Sorroeix, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the private sale of the tract or parcel of land, with such improvements as are located thereon, described as Package of 65 homes, located in Memphis, Shelby County, Tennessee, to Zoe Asher, LLC for $3,011,750, pursuant to the offer letter dated Dec. 2, 2020. The Real Property is subject to an asserted first-priority security interest of Bridge SFR Loans, LLC and an asserted wraparound security interest of Property Factor AUS, LLC, Mr. Cooper, Trident Realty Investments, LLC, and Peak Assets also have first lien position on several houses. By the Motion, the Debtor asks the Court's approval of the sale of the Real Property free and clear of liens, claims, interests and encumbrances via private sale to the Buyer. The Real Property is also being sold in "as is" condition. The Debtor has since obtained and proposes the following for approval by the Court: 1.) Purchase and Sale Agreement; 2.) Exclusive Listing Agreement; and 3.) commitment letter from 1st Capital Bank. It believes that the private sale process is in the best interest of the estate, and creditors insofar as the offer will produce the best opportunity for an economic benefit to the estate. A copy of the Offer Letter is available at https://tinyurl.com/y2mtdl85 from PacerMonitor.com free of charge. About Sorroeix, Inc. Sorroeix, Inc. sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 20-11492) on Nov. 25, 2020. The case is assigned to Judge Jimmy L. Croom. The Debtor estimated assets in the range of $0 to $50,000 and $1 million to $10 million in debt. The Debtor tapped Steven N. Douglas, Esq., at Harris Shelton, PLLC as counsel. The petition was signed by Matthew Jones, president/CEO. SPI ENERGY: Board Approves Phoenix Motorcars Spin-Off Through IPO ----------------------------------------------------------------- SPI Energy Co., Ltd.'s Board of Directors approved the Company's plan to spin off Phoenix Motorcars, a wholly owned subsidiary of the Company's EdisonFuture subsidiary, through an initial public offering. EdisonFuture will own 70 million shares of Phoenix Motorcars after the spinoff. Phoenix launched its first electric drivetrain in 2009 and sold its first commercial EV shuttle bus in 2014. Built on the Ford E-450 platform, Phoenix is introducing its third-generation drivetrain by year end, which includes its next-generation battery offering with size modularity of 63, 94, 125, and 156 kWh. Phoenix provides vehicles in a range of configurations, including shuttle buses, utility trucks, service trucks, flatbed trucks, walk-in vans, cargo trucks and school buses. The company's customers include, and have included, major airports, airport shuttle operators, hotel chains, seaports, universities, municipalities, and large corporations, among others. SPI Energy's recently announced collaboration with world-leading automotive designer Icona Design, a joint common strategy between EdisonFuture and Icona, covers a full range of all-electric vehicles, while drawing from Icona's experience in designing various cutting-edge products including the autonomous minibus and all-electric car/crossover platform. Icona is designing a host of new products including advanced pickup trucks and last-mile delivery vans that will be sold by EdisonFuture and Phoenix Motorcars. The designs and prototypes will incorporate Icona and SPI Energy's vision for human-centered future transportation and revolutionize how customers and vehicles interact. "We continue to move forward toward our goal of becoming the leaders in sustainable transportation with focus on energy efficiency and innovative design," stated Xiaofeng Peng, chairman and chief executive officer of SPI Energy. "The fleet vehicle electrification opportunity is massive, and the team at Phoenix Motorcars has proven its ability to execute in this burgeoning market. Successfully spinning off Phoenix Motorcars will enable us to unlock significant value for our shareholders and provide the necessary resources to fully capitalize on the opportunities ahead." Phoenix Motorcars has significantly strengthened its management team since being acquired by SPI's EdisonFuture subsidiary. Management additions include 35-year auto industry veteran Frank Jenkins as VP of Business Partnerships and Development, early Tesla employee Edmund Shen as VP of Product Management and Supply Chain, inventor of the first working all-electric school bus, Edward Monfort, as Senior VP, and finance veteran Wenbing Chris Wang as Senior VP of Finance. Most recently the company appointed Dr. Tom Zhang, a former HR executive with Tesla and Google, as VP of Human Resources. About SPI Energy Co., Ltd. SPI Energy -- http://www.spigroups.com-- is a global provider of photovoltaic solutions for business, residential, government and utility customers, and investors. The Company develops solar PV projects that are either sold to third party operators or owned and operated by the Company for selling of electricity to the grid in multiple countries in Asia, North America and Europe. The Company's subsidiary in Australia primarily sells solar PV components to retail customers and solar project developers. The Company has its operating headquarter in Hong Kong and its U.S. office in Santa Clara, California. The Company maintains global operations in Asia, Europe, North America, and Australia. SPI Energy reported a net loss attributable to shareholders of the Company of $15.26 million for the year ended Dec. 31, 2019, compared to a net loss attributable to shareholders of the Company of $12.28 million for the year ended Dec. 31, 2018. Marcum Bernstein & Pinchuk LLP, in Beijing China, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SPI ENERGY: Empery Asset, 2 Others Own 4.9% of Ordinary Shares -------------------------------------------------------------- Empery Asset Management, LP, Ryan M. Lane, and Martin D. Hoe disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2020, they beneficially own 1,165,000 ordinary shares issuable upon exercise of warrants of SPI Energy Co., Ltd., which represents 4.98 percent of the shares outstanding. The percentage is based on 22,231,189 Ordinary Shares issued and outstanding as of Dec. 3, 2020, as represented on the Prospectus Supplement on Form 424(b)(5) filed with the SEC on Dec. 4, 2020 and assumes the exercise of the Company's reported warrants subject to the Blockers. Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock, and the percentage for each Reporting Person gives effect to the Blockers. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1210618/000090266421000638/p21-0274sc13ga.htm About SPI Energy Co., Ltd. SPI Energy -- http://www.spigroups.com-- is a global provider of photovoltaic solutions for business, residential, government and utility customers, and investors. The Company develops solar PV projects that are either sold to third party operators or owned and operated by the Company for selling of electricity to the grid in multiple countries in Asia, North America and Europe. The Company's subsidiary in Australia primarily sells solar PV components to retail customers and solar project developers. The Company has its operating headquarter in Hong Kong and its U.S. office in Santa Clara, California. The Company maintains global operations in Asia, Europe, North America, and Australia. SPI Energy reported a net loss attributable to shareholders of the Company of $15.26 million for the year ended Dec. 31, 2019, compared to a net loss attributable to shareholders of the Company of $12.28 million for the year ended Dec. 31, 2018. Marcum Bernstein & Pinchuk LLP, in Beijing China, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. STERLING INTERMEDIATE: S&P Alters Outlook to Stable, Affirms B- ICR ------------------------------------------------------------------- S&P Global Ratings revised its outlook on New York City-based global background screening provider Sterling Intermediate Corp. to stable from negative and affirmed its 'B-' issuer credit rating. The stable outlook reflects the normalization of Sterling's screening volumes, improved liquidity, and expectation that leverage will decline to the high-6x area by mid-year 2021. Continued growth momentum in pre-hire screening volume supported by stable U.S. hiring trends will likely lead to deleveraging in 2021. Despite the historically weak unemployment environment, U.S. hiring stabilized beginning in the second half of 2020. Sterling's operating performance exhibited similar trends, with the fourth quarter growing about 6% year-over-year. S&P said, "We now expect revenue declines in the high-single digit percent area in 2020, an improvement from our projections of 15%-20% declines during the onset of the COVID-19 pandemic in March 2020. The company's exposure to large clients in resilient end-markets including health care, staffing, and short-term contracts or freelance workers (gig) offset weak growth in financial services and nonessential end-markets such as hospitality and leisure. Under our 2021 base case forecast, we conservatively project Sterling to return to 2019 revenue levels, expand EBITDA margins up to 20% as it benefits from expense management and improved operating leverage, and decrease debt to EBITDA to the high-6x area from the high-8x area (Chart 3) as of Dec. 31, 2020." Although further lockdowns and a prolonged U.S. recession continue to be key risks, Sterling has sufficient liquidity in 2021 to weather a similar shock. In 2020, the company preserved liquidity through immediate operating and capital expense reduction and working capital release. S&P expects working capital will be a larger use of cash in 2021 to support the rebound in demand; however in a downside scenario, Sterling should maintain robust liquidity levels of at least $150 million. Sources of cash will exceed uses by over 4.5x over the next 12 months, and net sources would be positive even if EBITDA were to decline 15%. Additionally, management continues to exercise prudent risk management as demonstrated through its business continuity plan particularly during the onset of the pandemic. However, S&P's assessment of the firm's liquidity profile is limited by the company's small scale and track record accessing capital markets during a downturn. Principal liquidity sources: -- $66.4 million cash on hand as of Dec. 30, 2020; -- Full availability under the $85 million revolving credit facility due in June 2022; and -- Operating cash flow of $60 million-$70 million over the next 12 months. Principal liquidity uses: -- Mandatory debt amortization of about $6.6 million annually; -- $20 million-$25 million working capital needs over the next 12 months; and -- Capital expenditures (capex; including software development) of about $20 million annually. Covenants The revolving credit facility due in June 2022 has a 6.75x first-lien net leverage ratio that's effective when $29.7 million is borrowed at the end of any period. S&P projects Sterling to have sufficient covenant cushion in 2021. The stable outlook reflects normalization of Sterling's screening volumes, improved liquidity, and its expectation that leverage will decline to the high-6x area by the second half of 2021. S&P could lower the ratings over the next 12 months if screening volumes fail to recover back to 2019 levels and the rating agency assesses the capital structure as unsustainable, such that liquidity and springing covenant cushion deteriorate. In this scenario it would expect: -- Worsening declines in U.S hiring trends. -- Increased customer attrition, consolidation, and/or competitive pricing pressures. -- Data and capex (including capitalized software) increasing more than expected. -- Debt-funded acquisitions that are not accretive to EBITDA margins. S&P would consider raising its ratings if the company reduces and maintains leverage below 7x with free operating cash flow (FOCF) to debt of at least 5%. In this scenario it would expect: -- Stable growth in U.S. hiring trends that support screening volumes and revenues increasing back to 2019 levels. -- Improved customer retention rates. -- Solid expense management resulting in EBITDA margins in the 20% area. -- Progress towards extending the maturity on its revolving credit facility. -- Prudent balance sheet and financial risk management. STEVEN FELLER: Hires Derrevere Stevens as Special Counsel --------------------------------------------------------- Steven Feller PE PL, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Derrevere Stevens Black & Cozad, as special insurance counsel to the Debtor. Steven Feller requires Derrevere Stevens as special insurance litigation counsel in the Chapter 11, for the limited purpose of handling any litigation and claims raised against the Debtor, involving alleged design and construction defects. Derrevere Stevens will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jon Derrevere, partner of Derrevere Stevens Black & Cozad, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Derrevere Stevens can be reached at: Jon Derrevere, Esq. Derrevere Stevens Black & Cozad 2005 Vista Pkwy West Palm Beach, FL 33411 Tel: (561) 684-3222 About Steven Feller PE PL Steven Feller PE, an engineering design services company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21341) on Oct. 17, 2020. The petition was signed by Steven Feller, authorized representative. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Judge Scott M. Grossman oversees the case. Behar, Gutt & Glazer, P.A. is the Debtor's legal counsel. SUNERGY CALIFORNIA: Seeks to Hire Gonzalez & Gonzalez as Counsel ---------------------------------------------------------------- Sunergy California, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Gonzalez & Gonzalez Law, PC as its legal counsel. Gonzalez & Gonzalez will render these legal services: (a) prepare all of the required documents for the Chapter 11 filing; (b) negotiate with creditors; (c) respond to inquiries from creditors and parties-in-interest; (d) prepare and represent the bankruptcy estate in seeking to reorganize its debts; (e) sell assets; (f) evaluate and object to claims; (g) assist in the administration of the Chapter 11 case; and (h) commence any litigation seeking to avoid and recover assets of the estate. The Debtor paid the firm a total retainer of $50,000. The firm deducted $7,776.35 for services rendered and $1,738 for filing fee, leaving a balance of $40,485.65. The firm's hourly rates are as follows: Rosendo Gonzalez $450 Zachary I. Gonzalez $250 In addition, the firm will seek reimbursement for expenses. Rosendo Gonzalez, Esq., a principal at Gonzalez & Gonzalez Law, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rosendo Gonzalez, Esq. Zachary I. Gonzalez, Esq. Gonzalez & Gonzalez Law, PC 530 S. Hewitt Street, Suite 148 Los Angeles, CA 90013 Telephone: (213) 452-0070 Facsimile: (213) 452-0080 Email: rossgonzaiez@gonzalezplc.com zig@gonzalezplc.com About Sunergy California Sunergy California LLC -- http://www.sunergyus.com/-- is a solar module supplier. Sunergy California was founded in 2016 and is headquartered and has module production facilities in Sacramento, California. Sunergy California LLC filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu Han, chairman, the Debtor disclosed total assets of $7,629,993 and total liabilities of $17,226,553. Judge Christopher M. Klein oversees the case. Gonzalez & Gonzalez law, P.C., led by Rosendo Gonzalez, is the Debtor's counsel. SUNOCO LP: S&P Alters Outlook to Positive, Affirms 'BB-' ICR ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' issuer credit rating on Sunoco LP and revised the outlook to positive from stable. S&P affirmed its 'BB+' senior secured issue-level rating. The recovery rating is '1', indicating its expectation of very high (90%-100%; rounded estimate; 95%) recovery in a payment default scenario. S&P said, "We are also affirming our 'BB-' senior unsecured issue-level rating. The recovery rating is '3', indicating our expectation of meaningful (50%-70%; rounded estimate:60%) recovery in a payment default scenario. "The positive outlook highlights the partnership's ability to deleverage over the past year, while pushing out its next senior unsecured debt maturity to 2026. We forecast Sunoco will achieve an adjusted debt-to-EBITDA ratio of 4x-4.5x over the next 24 months." Sunoco has demonstrated the resiliency of its business through the pandemic by maintaining strong cents per gallon (CPG) margin. In 2020, operators were selling less volumes and as a result needed a higher fuel margin to break even. Sunoco used its size and scale to push down their break evens and most of the higher CPG margin went directly to Sunoco's bottom line. Historically, CPG has been in the 9-10 cents range; in 2020 Sunoco exceeded that range, offsetting volume shortfalls. The partnership further executed its cost reduction plan by cutting operating expenses from its historical $500 million-$550 million range to approximately $460 million-$475 million. This gives Sunoco additional flexibility entering 2021 to continue to deleverage. In December 2020, Sunoco lowered its long-term leverage ratio target to 4x from 4.5x-4.75x previously, and increased the distribution coverage ratio target from 1.2x to 1.4x. The partnership is committed to a stable distribution for its shareholders as it continues to deleverage. The partnership has ample liquidity following its recent debt issuance and redemption. In November 2020, Sunoco closed an offering of $800 million in aggregate principal of 4.5% senior notes due 2029. Approximately $564 million of those borrowings were used to fund a tender offer for the 4.875% senior notes due 2023. Then on Jan. 15, 2021, Sunoco redeemed the remaining $436 million of the 2023 notes. The partnership now has no unsecured debt maturities until 2026 and is well positioned with ample liquidity on the revolving credit facility (RCF) ($1.2 billion as of Sept. 30, 2020; S&P availability assumption). Sunoco will continue to evaluate options to further expand its asset footprint across its storage and transportation, wholesale, and midstream platforms. Sunoco's growth capital initiatives include an acquisition of a waterborne terminal in upstate New York for less than $20 million in December 2020. The acquisition of the approximately 350,000 barrels refined product terminal further expands Sunoco's midstream portfolio while scaling fixed-fee cash flows. Sunoco's size and scale allows it to enter markets where competitors are exiting or where there is potential refinery idling. This creates an opportunity for it to opportunistically seek nationwide growth. The partnership's ability to grow through leverage-neutral acquisitions while developing greenfield projects also separates it from peers. The strong support of Sunoco's parent company, Energy Transfer (ET), which demonstrated a desire to work with Sunoco as evident by the J.C. Nolan pipeline is also supportive of credit. S&P expects the two companies to look for additional joint venture opportunities in the future. S&P said, "We forecast SUN will achieve an adjusted debt-to-EBITDA ratio of 4x-4.5x over the next 24 months. We continue to expect SUN to realize higher fuel gross profit margins in the 10-12 CPG range over the next 12 months. Finally, we do not model any equity distribution increases, equity buy-backs, or elimination of the incentive distribution rights. "The positive outlook reflects Sunoco's improving balance sheet, higher fuel margins, and improving credit measures. We expect Sunoco to continue to demonstrate these characteristics throughout 2021. We forecast Sunoco will continue to realize higher margins in 2021 and achieve an adjusted debt-to-EBITDA ratio of 4x-4.5x over the next two years. "We could revise the outlook to stable if Sunoco experiences weaker operational performance through 2021 as a result of increased market competition in the wholesale business. This could keep adjusted debt to EBITDA above 4.5x for an extended period. "We could upgrade Sunoco if it maintains adjusted debt to EBITDA below 4.5x while continuing to scale its fixed-fee midstream cashflows." TBAG HOLDINGS: Case Summary & 13 Unsecured Creditors ---------------------------------------------------- Debtor: TBAG Holdings Inc. dba Dry Cleaning Supercenters 1812 FM 359 Richmond, TX 77406 Chapter 11 Petition Date: January 28, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-30266 Debtor's Counsel: John Akard Jr., Esq. COPLEN & BANKS, P.C. 11111 McCracken, Suite A Cypress, TX 77429 Tel: (832) 237-8600 E-mail: johnakard@attorney-cpa.com Total Assets: $537,535 Total Liabilities: $2,050,341 The petition was signed by J. Christopher Baughman, president. A copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IBQGSVY/TBAG_Holdings_Inc__txsbke-21-30266__0001.0.pdf?mcid=tGE4TAMA TIMBER PHARMACEUTICALS: Empery Asset, 2 Others Report 9.9% Stake ---------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Empery Asset Management, LP, Ryan M. Lane, and Martin D. Hoe disclosed that they beneficially own the following shares of common stock of Timber Pharmaceuticals, Inc. as of Dec. 31, 2020, which represents 9.99% of the shares outstanding: * 1,047,364 shares of Common Stock * 1,099,336 shares of Common Stock issuable upon exercise of Series B Warrants * 9,085,290 shares of Common Stock issuable upon exercise of Warrants The percentage is based on 12,032,391 shares of Common Stock outstanding as of Nov. 20, 2020 as represented in the Company's Prospectus Supplement on Form 424(b)(3) filed with the SEC on Dec. 11, 2020, and assumes the exercise of the Company's reported warrants subject to the Blockers. Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (other than the Series B Warrants, which cannot be exercised to the extent the Reporting Person would beneficially own, after such exercise, more than 9.99% of the outstanding shares of Common Stock), and the percentage for each Reporting Person gives effect to the Blockers. Consequently, as of Dec. 31, 2020, the Reporting Persons were not able to exercise all of the Reported Warrants due to the Blockers. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1469336/000090266421000639/p21-0275sc13ga.htm About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. BioPharmX recorded a net loss and comprehensive loss of $9.69 million for the year ended Jan. 31, 2020, compared to a net loss and comprehensive loss of $17.26 million for the year ended Jan. 31, 2019. As of Sept. 30, 2020, the Company had $13.24 million in total assets, $12.46 million in total liabilities, $1.82 million in series A convertible stock, and a total members' and stockholders' deficit of $1.04 million. BPM LLP, in San Jose, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 23, 2020 citing that the Company's recurring losses from operations, available cash and accumulated deficit raise substantial doubt about its ability to continue as a going concern. TIMOTHY PLACE: Unsecured Creditors to Recover 3% in Plan -------------------------------------------------------- Timothy Place, NFP, et al., filed a Modified Disclosure Statement explaining terms of its Plan of Reorganization on Jan. 25, 2021 In the four years since the Debtors completed their 2016 bankruptcy cases, it has become clear that the balance sheet restructuring achieved through the 2016 Plan did not go far enough to address the essential economic fact which led to the filing of the 2016 Cases, which was, the fact that the Debtors owe far more bond debt than they could ever service, given the nature of their business as a CCRC. The restructuring of the 2016A and 2016B Bonds and the redemption of the 2016C Bonds under the Plan is the product of spirited negotiation between the Debtors, Rest Haven Illiana Christian Convalescent Home d/b/a Providence Life Service ("the Sponsor"), UMB Bank, N.A., ("the 2016 Bond Trustee") and the holders of more than 84% of the 2016A Bonds, more than 83% of the 2016B Bonds and more than 62% of the 2016C Bonds, to reach a fair and a long term solution to the Debtors' financial circumstances. This solution, in addition to its positive results for the holders of the Debtors' bonds, will provide further assurance that confirmation of the Plan will firmly place Park Place in a position to continue to provide excellent care and service to the people who live at the Campus. The Plan proposes to treat the 2016 Bonds as follows: a. the holders of 2016A Bonds and 2016B Bonds (who are classified in Class 2 of the Plan) shall exchange those bonds for a pro-rata share of a new municipal bond issue (defined in the Plan as the "2021 Bonds") in the aggregate original principal amount of $107,269,103 (which is approximately 90% of the current principal amount which is due on the 2016A and 2016B Bonds). The 2021 Bonds will bear interest at 5.125% per annum and mature in 40 years. The 2021 Bonds will be secured with liens on substantially all property of the Debtors. b. The holders of the 2016C Bonds (who are classified in Class 3 of the Plan) will receive a pro-rata share of a payment in the amount of $657,563 plus 3% of the accrued but unpaid interest on the principal amount of the 2016C Bonds as of the Effective Date of the Plan (the "2016C Bond Redemption Payment") which will initially be paid to Park Place by Rest Haven Illiana Christian Convalescent Home, d/b/a Providence Life Services, an Illinois not-for-profit corporation which is the sole member of each of the Debtors (the "Sponsor") and will then be transferred to the 2016 Bond Trustee for pro-rata distribution to the holders of the 2016C Bonds, which payment will redeem 100% of the 2016C Bonds. In addition to the 2016C Bond Redemption Payment, the Sponsor will provide liquidity support (essentially, a $3 million, non-interest-bearing line of credit) to Park Place to support the Debtors' operations once it emerges from Chapter 11. In addition, the Sponsor has undertaken to pay the professional fees, expenses, and costs incurred by the general bankruptcy counsel retained by the Debtors in the Chapter 11 cases, which will provide additional liquidity to support the Debtors' future operations. Under the Plan, holders of general unsecured claims in Class 5 will receive payment in cash of 3 percent of the unpaid portion of such allowed general unsecured claims. On the Effective Date, the Sponsor will retain its membership interests in the Reorganized Debtors. A full-text copy of the Amended Disclosure Statement dated Jan. 25, 2021, is available at https://bit.ly/3iUGgvJ from PacerMonitor.com at no charge. Counsel for the Debtors: Bruce Dopke Dopkelaw LLC 1535 W. Schaumburg Road, Suite 204 Schaumburg, IL 60194 Tel: 847-524-4811 E-mail: bd@dopkelaw.com About Park Place of Elmhurst Timothy Place, NFP, owns Park Place of Elmhurst, a continuing care retirement community located in Elmhurst, Ill. The campus is improved with a building, which includes (i) 181 independent living apartments, (ii) 46 assisted living apartments, (iii) 20 memory care apartments, (iv) 37 nursing beds, and (v) related common areas and parking. Timothy Place, NFP, first sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-bk-01336) on Jan. 17, 2016. Timothy Place, NFP, along with affiliate Christian Healthcare Foundation NFP, again sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 20-21554) on Dec. 15, 2020. The Debtors disclosed total assets of $113,592,694 and total liabilities of $141,267,675 as of the filing. The Hon. Benjamin A. Goldgar is the case judge. Dopkelaw LLC, led by Bruce C. Dopke, is serving as the Debtors' counsel. Globic Advisors, Inc. is the claims agent. TPS OLDCO: Jan. 28 Evidentiary Hearing on Cure Amt. Disputes Nixed ------------------------------------------------------------------ Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts cancelled the evidentiary hearing set for Jan. 28, 2021, at 2:00 p.m. (EST) via Zoom regarding the adequate assurance and individual cure amount disputes in connection with the auction sale of substantially all assets proposed by TPS Oldco, LLC and affiliates. The Buyer informed the Court that it will no longer require the evidentiary hearing and asked that the Court cancels it. About The Paper Store The Paper Store, LLC is a family-owned and family-operated specialty gift retailer, with 86 stores in seven states and an e-commerce business. The retail locations feature merchandise comprising fashion, accessories, spa, home decor, stationery, jewelry, sports and more from well-regarded brands such as Vera Bradley, Lilly Pulitzer, Godiva, 47 Brands, Alex and Ani, Life is Good, Vineyard Vines, and Sugarfina. Visit http://www.thepaperstore.comfor more information. Paper Store and its affiliate TPS Holdings, LLC sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-40743) on July 14, 2020. In the petition signed by CRO Don Van der Wiel, Paper Store was estimated to have assets of $10 million to $50 million and debt of $50 million to $100 million. Judge Christopher J. Panos oversees the cases. The Debtors tapped Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as their legal counsel, G2 Capital Advisors as restructuring advisor, SSG Capital Advisors as investment banker, Verdolno & Lowet, P.C. as accountant, and RSM US LLP as tax accountant. Donlin, Recano & Co., Inc. is the claims and noticing agent. TRANS-LUX CORP: Gabelli Equity Has 12% Stake as of Dec. 31 ---------------------------------------------------------- Gabelli Equity Series Funds, Inc. - The Gabelli Small Cap Growth Fund disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2020, it beneficially owns 1,645,000 shares of common stock of Trans-Lux Corporation, which represents 12.21% of the 13,474,116 shares outstanding as reported in the Issuer's most recently filed Form 10-Q for the quarterly period ended Sept. 30, 2020. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/99106/000080724921000014/tlx13g_09_scg.htm About Trans-Lux Headquartered in New York, New York, Trans-Lux Corporation -- http://www.trans-lux.com-- designs and manufactures TL Vision digital video displays for the financial, sports and entertainment, gaming, education, government, and commercial markets. With a comprehensive offering of LED Large Screen Systems, LCD Flat Panel Displays, Data Walls and scoreboards (marketed under Fair-Play by Trans-Lux), Trans-Lux delivers comprehensive video display solutions for any size venue's indoor and outdoor display needs. Trans-Lux reported a net loss of $1.40 million for the year ended Dec. 31, 2019, compared to a net loss of $4.69 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.26 million in total assets, $14.13 million in total liabilities, and a total stockholders' deficit of $4.86 million. TRAXIUM LLC: Asks Court to Extend Plan Exclusivity Until April 14 ----------------------------------------------------------------- Traxium LLC and its affiliates request the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division to extend by 60 days the exclusive periods during which the Debtors may file a Chapter 11 plan and obtain acceptances for the plan to April 14 and June 13, 2021, respectively. In accordance with the applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, the Debtors have prepared schedules of assets and liabilities, statements of financial affairs, and statements of executory contracts filing the Schedules with the Court on a timely basis. The Debtors were present and testified through its President and Chief Executive Officer at the first meeting of creditors pursuant to Section 341 of the Bankruptcy Code, notice of which, upon information and belief, was served upon all creditors. No creditors' committee has yet been appointed by the United States Trustee. Pursuant to representations made on the record at a hearing held on January 26, 2021, the Debtors do not believe that any creditors or parties-in-interest will oppose the said request. While the Debtors are beginning the process of evaluating the Debtors' proposed plan of reorganization, the Debtors believe that the requested extension is necessary and sufficient for these purposes, will not prejudice creditors, and will allow the Debtors time to determine the ideal avenue by which to prepare and file a feasible, and ideally a consensual, plan of reorganization. A copy of the Debtors' Motion to extend is available from PacerMonitor.com at https://bit.ly/3ouuGIT at no extra charge. About Traxium LLC Traxium, LLC is a holding company comprised of commercial printing and marketing businesses. The Debtors provide a complete platform of graphic design, marketing, and printing solutions and services consisting of print, bindery and finishing services, mailing services, and other products and services to customers throughout the region and across the country. Traxium filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-51888) on October 16, 2020. George Schmutz, chief executive officer, signed the petition. At the time of filing, the Debtor disclosed $4,420,019 in assets and $5,665,021 in liabilities. The Honorable Alan M. Koschik oversees the case. Gertz & Rosen, Ltd. and Rysenia Capital Solutions, LLC serve as the Debtors' legal counsel and restructuring advisor, respectively. Dennis Durco of Rysenia Capital is the Debtors' operations consultant and chief restructuring officer. TRC FARMS: Private Sale of 44-Acre Dover Property for $105K Okayed ------------------------------------------------------------------ Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized TRC Farms, Inc.'s private sale of its interest in the approximately 42.57 acres and 1.37 acres and all improvements constructed thereon, located off Dover Fort Barnwell Road, in Dover, Craven County, North Carolina, and more particularly described in that certain deed descriptions located at Book 1236, Page 483 and Book 3262, Page 248, Tax Parcels 3-040-002 and 3-040-1006, Craven County Registry, North Carolina, to Jared Lee January for $105,000. The Property will be conveyed free and clear of all claims, liens and encumbrances that may be asserted against the Property, as follows: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known as Branch Banking and Trust Co.). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real estate taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the Buyer of the Property, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Property by the North Carolina Department of Revenue, the Internal Revenue Service, and any and all other taxing and government authorities. The Purchaser will have no liability, including as a successor entity, for any debts and obligations of the Debtor arising prior to the date of the closing of the purchase of the Property, except for his obligation to pay real property taxes for the year of closing as set forth in the Purchase Sale Contract. The purported liens and interests of the creditors named attach to the proceeds of the sale in their respective priorities, subject to court-approved expense and fees. The Property will be sold in an "as is" condition, and no warranties will be made as to the condition, use or fitness of the Property for a particular purpose. The Buyer of the Property will bear all costs associated with the transfer of the Property, including registration fees, local transfer fees and taxes, and North Carolina sales taxes, as applicable. The Order will be effective immediately, as permitted by Rule 6004(h). About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. TRC FARMS: Private Sale of Dover Property to Arrances for 180K OK'd ------------------------------------------------------------------- Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized TRC Farms, Inc.'s private sale of its interest in the real estate and improvements identified as approximately 90.1 acres and all improvements constructed thereon, located off Biddle Road, in Dover, Craven County, North Carolina, and more particularly described in that certain deed description located at Book 2814, Page 505, Tax Parcel 3-03 0-103, Craven County Registry, North Carolina, to Jonathan and Keven Arrance for $180,000. The sale is free and clear of all claims, liens and encumbrances that may be asserted against the Property, as follows: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known as Branch Banking and Trust Company). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real estate taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the buyer of the Property, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Property by the North Carolina Department of Revenue, the Internal Revenue Service, and any and all other taxing and government authorities. The Purchasers will have no liability, including as a successor entity, for any debts and obligations of Debtor arising prior to the date of the closing of the purchase of the Property, except for their obligation to pay real property taxes for the year of closing as set forth in the Purchase Sale Contract. The purported liens and interests of the creditors named attach to the proceeds of the sale in their respective priorities, subject to court-approved expense and fees. The Property will be sold in an "as is" condition, and no warranties will be made as to the condition, use or fitness of the Property for a particular purpose. The Buyers of the Property will bear all costs associated with the transfer of the Property, including registration fees, local transfer fees and taxes, and North Carolina sales taxes, as applicable. The Order will be effective immediately, as permitted by Rule 6004(h). About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. TUPPERWARE BRANDS: BlackRock Has 15.3% Stake as of Dec. 31 ---------------------------------------------------------- BlackRock, Inc. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2020, it beneficially owns 7,522,008 shares of common stock of Tupperware Brands Corporation which represents 15.3 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1008654/000083423721001383/us8998961044_012621.txt About Tupperware Brands Tupperware Brands Corporation -- http://www.tupperwarebrands.com/ -- is a global manufacturer and marketer of innovative, premium products through social selling. Product brands span several categories including design-centric food preparation, storage and serving solutions for the kitchen and home through the Tupperware brand and beauty and personal care products through the Avroy Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands. As of Sept. 26, 2020, the Company had $1.19 billion in total assets, $1.43 billion in total liabilities, and a total shareholders' deficit of $244 million. * * * As reported by the TCR on Nov. 24, 2020, Moody's Investors Service upgraded Tupperware Brands Corporation's Corporate Family Rating to Caa2 from Caa3. The upgrade to a Caa2 CFR reflects Tupperware's improved operating performance and increased likelihood that the company will refinance the 2021 note maturity. UPLIFT RX: Inclusion of PetersonRX, Jones in Amended Complaint OK ----------------------------------------------------------------- Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, allowed the Liquidating Trustee of the Alliance Health Liquidating Trust, Mark Shapiro, to amend his complaint and add Dow Jones and PetersonRX LLC as defendants. Judge Isgur also gave Wall Street, Mr. Jones and PetersonRX LLC 21 days after the filing of the Trustee's amended complaint to file their responsive pleadings. The Original Complaint was filed on April 5, 2019. It alleged that Debtor Uplift RX, LLC, Richardson Pharmacy LLC, New Jersey Rx, LLC, Kendall Pharmacy, Inc., Skyline Health Services, and Alliance Medical Administration, Inc. made preferential and fraudulent transfers to Wall Street. These transfers were identified using the Debtors' accounts payable records, which identified Wall Street as the transferee. On April 11, 2019, the Original Complaint and Summons were served on Wall Street through its principal and registered agent, Dow Jones. After Wall Street answered, the Court entered a comprehensive Scheduling Order. The Scheduling Order set the deadline for pleading amendments for February 24, 2020 and the discovery deadline for June 24, 2020. On January 9, 2020, the Trustee served its first set of discovery requests on Wall Street. Wall Street produced its responses on February 10, 2020. In its discovery responses, Wall Street asserted that it did not receive the benefit of certain transfers identified in the Original Complaint. Based on Wall Street's responses, the Trustee began investigating the accuracy of Wall Street's assertion. Along with this investigation, the Trustee sought to depose Dow Jones, Wall Street's principal and registered agent. As of the filing of the Trustee's Motion for Leave to Amend, the Trustee had not yet deposed Mr. Jones. Through his investigation, the Trustee discovered that Wall Street "was not the initial transferee of a number of the [Original] Transfers." The Trustee also discovered 13 additional preferential or fraudulent transfers (the "Additional Transfers"). These discoveries led the Trustee to seek leave to amend the Original Complaint. Specifically, the Trustee wanted to add the newly discovered transferees of the Original Transfers as defendants, as well as new avoidance claims based on the Additional Transfers. On June 10, 2020, the Trustee sought leave to amend the complaint. Because the amendment to the Original Complaint was not made before the pleading amendment deadline in the Scheduling Order, the Trustee must be granted leave to amend. In support of the request for leave, the Trustee argued that "good cause" exists to authorize the post-deadline amendment. The Trustee primarily argued that "good cause" exists because the delay in moving to amend resulted from the need for an additional investigation based on Wall Street's discovery responses. As a basis for including the Additional Transfers, the Trustee argued that the Additional Transfers arose from the same "conduct, occurrence, or transaction" alleged in the Original Complaint, which was a "convoluted payment scheme." Through this "convoluted payment scheme," the Debtors would transfer funds to multiple entities, those entities would then transfer funds to a single entity, and then that single entity would use the funds to pay down credit card debt held by Mr. Jones, Kathryn Jones (Dow Jones's wife), and other entities associated with the Joneses. The existence of this "scheme" was not alleged in the Original Complaint. As for the inclusion of the Additional Defendants, the Trustee argued that the Additional Defendants received adequate notice of the Trustee's action through their relationships with Mr. Jones. Specifically, the Trustee asserted that Mr. Jones, who received the Original Complaint on behalf of Wall Street, acted as an agent for or on behalf of the Additional Defendants, or that the Additional Defendants are so closely related to Wall Street that they effectively received adequate notice. Wall Street opposed the Trustee's motion on two grounds. First, Wall Street argued that Trustee's motion to amend after the Scheduling Order deadline was not supported by "good cause," because the Trustee's explanation for the delay in seeking leave to amend was insufficient. Wall Street grounds its charge of insufficiency in the fact that the Trustee had access to the Debtors' Statements of Financial Affairs ("SOFAs"), some of which disclose the identity of the Additional Defendants, as well as the existence of some of the Additional Transfers. Second, Wall Street argued that there was a "substantial reason" to deny the Trustee leave to amend, which was the alleged futility of the Trustee's proposed amended complaint. Wall Street argued that the proposed amendments were futile because 11 U.S.C. Section 546(a) bars their assertion in the Amended Complaint. Wall Street argued further that the doctrine of relation back, which is codified in Federal Rule of Civil Procedure 15(c), "cannot salvage the claims based on the Additional Transfers because they do not arise the same "conduct, transaction or occurrence" set out in the Original Complaint... Nor can Rule 15(c) salvage the claims against the Additional Defendants because the Additional Defendants did not receive the notice required by Rule 15(c)(1)(C)." Wall Street also contended that the Additional Defendants were not mistakenly omitted by the Trustee —- as required by Rule 15(c)(1)(C) —- but were instead omitted because the Trustee was unaware the Additional Defendants' existed. Wall Street concluded that relation back under the strictures of Rule 15(c) is unavailable to the Trustee; thus 11 U.S.C. Section 546(a) bars the Trustee from asserting the claims alleged in the Amended Complaint. Judge Isgur concluded that there was no substantial reason to deny the Trustee leave to amend the complaint to assert the Original Transfer claims against PetersonRX and Mr. Jones. However, Judge Isgur also found that adding the remaining Additional Defendants and the 13 Additional Transfer claims to the action would be futile, as the claims were time-barred. Judge Isgur said that "the Trustee offered an adequate explanation for his failure to amend the complaint by the Scheduling Order deadline." He also said that "Wall Street and the Additional Defendants will not suffer incurable prejudice. Good cause exists under Rule 16(b) to allow the Trustee to proceed on his motion for leave to amend the complaint." "Nothing in the Original Complaint suggests that a common course of conduct encompassed both the Original and Additional Transfers. The Trustee's bald characterization of the transactions between the Debtors, Wall Street, and the Additional Defendants as a 'convoluted payment scheme' does not establish that the Additional Transfers were part of the same 'course of conduct'... A 'course of conduct,' upon which the relation back of avoidance claims may be predicated, generally refers to a scheme with a fraudulent purpose... The Original Complaint does not allege that the Debtors and Wall Street (or the Additional Defendants) were engaged in any fraudulent scheme or common 'course of conduct.' Nor do the allegations in the Original Complaint attempt to link the Original Transfers to any common 'course of conduct.' Because the Original Complaint does not identify a 'course of conduct' from which the Additional Transfer claims arose, Wall Street and the Additional Defendants could not have received notice of these claims... Further, nothing in the Original Complaint suggested the existence of an ongoing investigation focused on uncovering additional transfers linked to a common course of conduct... Without allegations of a common course of conduct, the Original Complaint could not have put the defendants on notice that the Additional Transfer claims were forthcoming," Judge Isgur explained. Judge Isgur contended that PetersonRx and Mr. Jones recieved adequate notice of the Trustee's action. "However, the record forecloses a finding that the remaining Additional Defendants received notice as required by Rule 15," he added. Judge Isgur explained that "adequate notice under Rule 15(c)(1) does not require actual notice... Service on the new party's agent will adequately notify the new party of the existence of the action... Similarly, a new party sharing an 'identity of interest' with the party originally served will be deemed to have received notice of the action under Rule 15(c)(1)(C)... A shared identity of interest exists when the parties' business operations or other activities are 'so closely related . . . that the institution of an action against one serves as notice of the litigation to the other.'" He further explained that "Wall Street shares an identity of interest with PetersonRX and Mr. Jones. A shared identity of interest is usually predicated on the intermingling of the parties' places of business, employees, and officers... Mr. Jones is Wall Street's manager and registered agent. Mr. Jones also serves as the manager and registered agent of Jones Family Enterprises, LLC. Jones Family Enterprises serves as the manager and registered agent of PetersonRX LLC. The managers and registered agents of Wall Street, Jones Family Enterprises, and PetersonRX all share the same address -— 2 Falconwood Ln., Sandy, UT... The substantial relationship between Wall Street and PetersonRX afforded PetersonRX notice of the Trustee's action. That is, because Wall Street and Jones Family Enterprises, which manages PetersonRX, share Mr. Jones as a manager and registered agent, PetersonRX received the same notice it would have received had it been sued originally... Similarly, Mr. Jones received adequate notice of the Trustee's avoidance action. Service on an entity can serve as proper notice to an individual associated with the entity, so long as the entity and individual share an identity of interest." Judge Isgur further explained that "in contrast, Ms. Jones did not receive adequate notice of the Trustee's action. The only evidence linking Ms. Jones to the Trustee's action is Ms. Jones's position as a member of Jones Family Enterprises, which shares a manager and a business address with Wall Street... The Trustee offers no authority establishing that Ms. Jones could be charged with notice of an action asserted against one entity, with which Ms. Jones has no formal relation, based on that entity's relationship with another entity, of which Ms. Jones is a member. Additionally, there is no evidence establishing that Ms. Jones received actual notice of the Trustee's suit... The Trustee also contends that Twin Lakes, David, Alameda, El Dorado, and Baytree received the notice required by Rule 15(c)(1)(C)(i) because Mr. Jones, whom the Trustee contends is an agent of these entities, received service of the Original Complaint. It is true that service on an entity's agent can provide notice to that entity... That is, service on an agent can provide the requisite notice when the service provides the newly added party with the same notice it would receive had it been sued originally... Yet the evidence produced by the Trustee does not establish that the remaining Additional Defendants received adequate notice through service on Mr. Jones... Based on the record, it is unclear whether Twin Lakes, David, Alameda, El Dorado, and Baytree received adequate notice of the Trustee's action. It was the Trustee's burden to establish receipt of such notice and that burden has not been satisfied." "The Original Complaint imbued PetersonRX and Mr. Jones with actual or constructive knowledge that they were mistakenly omitted from the Original Complaint. PetersonRX and Mr. Jones received notice of this action. The Original Complaint's allegations made clear that the intent of this action was to avoid and recover the Original Transfers. Based on these allegations, PetersonRX and Mr. Jones knew or should have known that they were the intended targets of the Original Complaint... The Trustee here did not knowingly lack knowledge of the proper defendants and blindly proceed anyway. Instead, the Original Complaint 'mistakenly [named] party A instead of party B'... Not only does the Trustee's 'mistake' fall under the auspices of Rule 15(c), the Original Complaint placed, or should have placed, Wall Street, PetersonRX, and Mr. Jones on notice of the mistake. Each Original Transfer was specifically identified in the Original Complaint. In identifying each Original Transfer, the Original Complaint noted the date each transfer was made, as well as the amount transferred. Given that Mr. Jones was involved in the distribution of payments received from the Debtors... all the Original Transfers likely crossed Mr. Jones's desk. In addition to this awareness, Mr. Jones's management roles at Wall Street and PetersonRX make it near impossible to conclude that PetersonRX and Mr. Jones lacked actual or constructive knowledge of the mistake in the Original Complaint," said Judge Isgur. The case is IN RE: UPLIFT RX, LLC, et al, Chapter 11, Debtors. MARK SHAPIRO, LIQUIDATING TRUSTEE OF THE ALLIANCE HEALTH LIQUIDATING TRUST, Plaintiff, v. WALL STREET HEALTH SERVICES, Defendant, Case No. 17-32186, Adversary No. 19-3431 (Bankr. S.D. Tex.). Full-text copies of the Memorandum Opinion and Order, both dated January 21, 2021, are available at https://tinyurl.com/y6rp9oct and https://tinyurl.com/y65cwvrj from Leagle.com. About Uplift RX Uplift Rx, LLC is a Texas Limited Liability Company formed in June 2016. It operates pharmacy located in Houston, Texas. Uplift Rx, along with other affiliated entities together make up the Alliance Healthcare family, a group of privately held companies headquartered in South Jordan, Utah. The Alliance network consists of 20 pharmacies across the country, including three pharmacies in Texas. Since 2006, the Alliance Healthcare companies have been working to improve the well-being of those with chronic health conditions such as diabetes. Uplift Rx, LLC and its debtor affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-32186) on April 7 and 8, 2017. In the petitions signed by CEO Jeffrey C. Smith, the Debtors estimated assets of less than $1 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Marvin Isgur. The Debtors tapped Baker & Hostetler LLP as legal counsel. On May 3, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Fox Rothschild LLP as its legal counsel. Ronald L. Glass was appointed as the Debtors' Chapter 11 trustee. The trustee hired BakerHostetler LLP as his legal counsel, and GlassRatner Advisory & Capital Group LLC as his financial advisor. The U.S. Trustee for Region 7 on May 3, 2019, appointed five creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases of Uplift Rx, LLC, and its affiliates. Foley & Lardner LLP, replacing Fox Rothschild LLP, is counsel to the committee. FTI Consulting, Inc., is the financial advisor and forensic accountant. VANGUARD NATURAL: Summary Judgment vs. Counties Denied ------------------------------------------------------ Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, denied Vanguard Natural Resources, LLC's claims for improper plan distribution, disgorgement, unjust enrichment, and preferential transfer claims, as well as the Counties' counterclaims for the allowance of late filed proofs of claim. Judge Isgur also held that: (a) the January 2017 payments to Sublette, Johnson and Campbell Counties were made on account of antecedent debts within the meaning of U.S.C. Section 547(a)(4),(b)(2); (b) any claim, otherwise allowed under Section 502(h), held by Campbell County on account of taxes due in January 2017 has been discharged; (c) the Final Decree is binding on and enforceable against all parties; and (d) all other relief is denied. Vanguard Natural Resources, LLC, et al. was founded in 2006 and began as an oil and gas production company focused on production from the Appalachian Basin. Vanguard later expanded its operations by acquiring properties in Texas, New Mexico, Oklahoma, Montana, Mississippi, and Wyoming. As oil and gas prices declined in 2014, Vanguard struggled to maintain its revenue and liquidity. Vanguard ultimately filed chapter 11 bankruptcy on February 1, 2017. Its chapter 11 reorganization plan was confirmed on July 18, 2017 and went effective on August 1, 2017. On February 2, 2017, the Court entered the Taxes Order authorizing the payment of prepetition taxes. On November 9, 2017, the Court entered the Final Decree, closing the cases of certain debtors, excluding Vanguard Natural Resources. On September 2016, Campbell, Johnson, and Sublette Counties sent Vanguard invoices for its 2016 ad valorem taxes. Vanguard did not pay any of the 2016 ad valorem tax prior to December 31, 2016. Instead, Vanguard paid the first installment of its 2016 taxes to Campbell, Johnson, and Sublette Counties on January 31, 2017 ("January 2017 Payments") immediately prior to the filing of its bankruptcy petition. In May 2017, Vanguard made the second installment of its 2016 taxes to Campbell, Johnson and Sublette Counties ("May 2017 Payments"). Between September and October 2017, six Wyoming Counties mailed tax assessments to Vanguard for its oil and gas produced in 2016 ("2017 ad valorem taxes"). After the Final Decree was entered in Vanguard's bankruptcy case on November 9, 2017, Vanguard made the first installment of its 2017 ad valorem taxes to six separate Counties on November 10, 2017 ("November 2017 Payments"). On August 15, 2018, Vanguard initiated a series of adversary proceedings against the Wyoming Counties which received ad valorem tax payments. Vanguard's Complaints allege that: (i) the January 2017 Payments to Campbell, Johnson, and Sublette Counties are preferential transfers under 11 U.S.C. Section 547, and avoidable under 11 U.S.C Section 550; (ii) the November 2017 Payments to Campbell, Carbon, Johnson, Natrona, Park, and Sweetwater Counties are improper plan distributions under Vanguard's confirmed chapter 11 plan of reorganization, which should be disgorged pursuant to 11 U.S.C. Section 105, or alternatively that the payments constitute an unjust enrichment to the Counties; and (iii) Campbell County's claim ("Claim 311") should be disallowed under 11 U.S.C. Section 502. In response to Vanguard's Complaints, Carbon, Natrona, Park, and Sweetwater Counties asserted counterclaims, seeking allowance of late filed proofs of claim pursuant to Rule 9006(b)(1) of the Federal Rules of Bankruptcy Procedure. Campbell County asserted a separate counterclaim seeking similar relief -— "leave to file a priority claim for Fiscal 2018 Taxes on the ground of excusable neglect." Both Vanguard and the Counties filed cross motions for summary judgment. Carbon, Johnson, Natrona, Park, Sublette, and Sweetwater Counties sought summary judgment on the basis that: (i) the November 2017 Payments are voluntary payments pursuant to 11 U.S.C. Section 524(f), or were otherwise authorized under the Taxes Order; (ii) the January 2017 Payments are not payments on account of an antecedent debt pursuant to 11 U.S.C. Section 547(b), because the 18.00% interest rate allowed under the Wyoming tax statute is not a penalty; and (iii) Vanguard is precluded from asserting chapter 5 causes of action under the terms of the Final Decree. The Board of Campbell County's Commissioners ("Campbell County") sought summary judgment on substantially the same basis as the Counties. Campbell County added that: (i) recovery of the January 2017 Payment is not only time-barred pursuant to 11 U.S.C. Sections 546(a)(2) and 550(f)(2), but any recovery would not act to benefit the bankruptcy estate; and (ii) Claim 311 has been satisfied through the May 2017 Payment, and therefore cannot be disallowed under 11 U.S.C. Section 502(b). Vanguard sought summary judgment against Campbell, Natrona, Johnson, Carbon, Park, and Sweetwater Counties alleging that: (i) the November 2017 Payments are improper distributions that violate the terms of the plan; (ii) the Counties knew or should have known they were not entitled to the November 2017 Payments; and (iii) Campbell, Natrona, Carbon, Park, and Sweetwater Counties cannot satisfy the excusable neglect standard on their counterclaims. The Counties and Campbell County argued that the January 2017 Payments are not payments on account of an antecedent debt pursuant to 11 U.S.C Section 547(b) because the 18.00% interest rate allowed under Wyoming statute Section 39-13-108(b)(ii) is not a penalty; therefore, Vanguard's tax obligation was not "incurred" within the meaning of 11 U.S.C. Section 547(a)(4). Meanwhile, Vanguard countered that the January 2017 Payments were antecedent debts for the purpose of Section 547(b) because the 18.00% interest is a penalty under the Bankruptcy Code, for which only exposure to penalty is required. Judge Isgur found that "the record is devoid of any evidence providing for the Counties' actual pecuniary loss caused by Vanguard's underpayment or nonpayment of taxes. Furthermore, although Wyoming case law suggests that Section 39-13-108(b)(ii) provides for a deterrent effect and compensation to the Counties for the time and money spent, the Court cannot discern how much, if any, of the 18.00% charge is used to compensate the Counties, and how much, if any, is used to coerce compliance or to punish a noncompliant taxpayer. Additionally, it is not possible for the Court to determine whether the range of interest is reasonable provided the risk and the expense to the Counties, because the record lacks evidence of both risk and expenses. Therefore, the Court cannot conclude as a matter of law that the 18.00% rate in Section 39-13-108(b)(ii) is interest rather than a penalty." Vanguard alleged that under the Wyoming tax statutes it was exposed to penalties on three separate occasions: (i) February 8, 2016, when it was required to provide the operator with an annual summary of monthly volumes; (ii) February 25, 2016, when it was required to file reports for ad valorem taxes; and (iii) November 10, 2016, when it was required to pay the first half installment of its 2016 ad valorem taxes. Vanguard further alleged that in light of the fact that it was exposed to penalties under the Wyoming tax statutes, whether or not the 18.00% interest rate in Section 39-13-108(b)(ii) is penalty or interest is irrelevant. Under Vanguard's view, the January 2017 Payments are antecedent debts under the Code. Judge Isgur explained that "Vanguard neglected to comply with the payment requirements under Section 39-13-108(b)(i) when it failed to pay the full amount of its 2016 ad valorem taxes on or before December 31, 2016... Vanguard's failure to pay its 2016 ad valorem in taxes in full exposed its officers to penalties under Section 39-13-108(c)(i)(A)... By virtue of its indemnity obligations to its officers, Vanguard is obliged to pay or reimburse its officers if such fine is or had been imposed... Thus, Vanguard was exposed to a fine on December 31, 2016 'not to exceed one thousand dollars ($1,000.00)' under Section 39-13-108(c)(i)(A) for its failure to comply with Section 39-13-108(b)(i)... The January 2017 Payments (pursuant to 2016 ad valorem taxes owed) were incurred, or last payable without penalty on December 31, 2016. Therefore, the January 2017 Payments are antecedent debts under Section 547(b)." Judge Isgur further explained that "Vanguard's officers and Vanguard (by virtue of Vanguard's indemnity obligations to its officers) were exposed to penalties under Section 39-13-108(c)(i)(A), which made the January 2017 Payments antecedent debts under Section 547(a)(4). The antecedent debt element of Section 547(b) is satisfied as a matter of law." On November 9, 2017, the Court entered the Final Decree, closing the cases of certain debtors, excluding Vanguard (VNR). One of those debtors is Vanguard Operating, LLC, a subsidiary of VNR and the entity which made the payments at issue. On January 22, 2019, Vanguard Operating filed an emergency motion, seeking to: (i) join VNR as a plaintiff in the Campbell, Johnson, and Sublette Counties' adversary proceedings pursuant to Rule 20(a)(1) of the Federal Rules of Civil Procedure, and (ii) leave to amend its Complaint under Rule 15(a)(2) of the Federal Rules of Civil Procedure. Vanguard Operating separately filed an emergency motion seeking to reopen its bankruptcy case pursuant to 11 U.S.C. Section 305(a) and a motion to vacate the Final Decree under Federal Bankruptcy Rule 9024. The Counties opposed all relief, sought summary judgment on the basis that Vanguard cannot undo the effects of the Final Decree, which curtail Vanguard's chapter 5 causes of action. "Vanguard, the debtor in these cases, knew the Reorganized Debtors were not fully administered within the meaning of Section 350(a) when it sought to administratively close the cases. The Final Decree was not intended to close Vanguard Operating's bankruptcy case within the meaning of Section 350(a); rather, Vanguard sought to close the Reorganized Debtors' cases through the Final Decree in order to avoid the incurrence of U.S. Trustee's fees against the thirteen separate estates of the Reorganized Debtors," said Judge Isgur. He added that "at the time the Final Decree was entered, both Vanguard and the Court believed that entering the Order was a 'purely [] administrative and non-jurisdictional act,' which intention and purpose is clear from the plain language of the Final Decree... Vanguard's rights were preserved by virtue of the first paragraph in the Final Decree, which states: 'Nothing in this Final Decree shall affect the substantive rights of any party in interest, including the Fully Administered Debtors'... Foreclosing Vanguard's ability to assert chapter 5 causes of action against the Counties would affect the substantive rights of a Reorganized Debtor, in this case Vanguard Operating, and cuts against the language of the Court's Order. The Final Decree operated to procedurally close the Reorganized Debtors' cases for the purpose of reducing Trustee's fees; however, the Order preserved Vanguard's right to assert chapter 5 causes of action against the Counties." Judge Isgur abated the summary judgment as to the January 2017 Payments for 30 days to give the Counties an opportunity to move to vacate the Final Decree. Campbell County asserted that even if the January 2017 Payment is avoided, recovery of the payment would not benefit the estate -- if one existed despite the closing of Vanguard Operating's case. Campbell County alleged that this is so because "any such recovery would result in the revival of a priority tax claim "for the first half of the Fiscal 2017 Taxes, with interest" pursuant to 11 U.S.C. Section 502(h). Judge Isgur held that "pursuant to Vanguard's Confirmation Order, even if allowed under Section 502(h), Campbell County's claim is discharged... Therefore, even if Campbell County's claim as to the January 2017 Payment is 'revived' and allowed under the Plan pursuant to Section 502(h), Vanguard's liability as to the claim was extinguished upon plan confirmation. Although Vanguard could pay a discharged claim, it no longer is required to pay on Campbell County's potentially revived claim. Campbell County's counterclaim is futile where, as here, the debtor has received a discharge, and such discharge explicitly includes the type of claim it now seeks." With regard to Campbell County's Claim 311, Judge Isgur alleged that "Vanguard seeks disallowance on the basis that allowing Claim 311 would constitute an impermissible double-recovery on a satisfied claim... Campbell County, however, counters that there is no claim to disallow because payment has extinguished the claim... Furthermore, Vanguard has not sought to avoid or recover the May 2017 Payments as to any of the Counties, including Campbell County." Judge Isgur concluded that "the Court need not determine the validity or enforceability of Claim 311 when neither party disputes its validity or its satisfaction through the May 2017 Payment. If there is a remaining ambiguity, the Court orders that no further payment on Claim 311 is required." Vanguard alleged that the November 2017 Payments were improper distributions under the Plan, for which the remedy is disgorgement. The Counties argued that neither "improper plan distribution" nor "disgorgement" are cognizable causes of action. The Counties contend that the November 2017 Payments are not recoverable because they are voluntary payments pursuant to 11 U.S.C. Section 524(f), or alternatively that the November 2017 Payments were authorized under the Court's Taxes Order. Judge Isgur said that the Court would not weigh the evidence or make a credibility determination on summary judgment. He added that "whether the November 2017 Payments were spontaneous or entirely motivated by factors outside of the Counties' actions is a genuine issue of material fact, which cannot be decided on summary judgment. The Counties' actions, in mailing tax assessments to Vanguard prior to payment, preclude finding as a matter of law that the November 2017 Payments were 'voluntary' within the meaning of Section 524(f)." The Counties argued that the Court could conclude as a matter of law, "that the November 2017 Payments were authorized under the Taxes Order and therefore were not improper." The Counties contended that as taxing authorities, they "were expressly authorized to rely on [Vanguard] as to which payments were authorized by the Order." They concluded that based upon the language of the Taxes Order, the Counties were "permitted —- indeed, required —- to rely upon Debtors' voluntary remittance as a representation that the payment was property authorized . . . ." The Court noted that the Tax Order did not authorize the November 2017 Payment to Sublette County, but rather that the plan controlled at the time payment was made. Vanguard asserted that the Counties had been unjustly enriched by the alleged improper plan distributions and therefore it would be inequitable to allow the Counties to retain tax payments they were never entitled to receive. The Counties argued that Vanguard's claim for unjust enrichment fails because Vanguard has failed to satisfy the necessary elements for an unjust enrichment claim. Judge Isgur denied Vanguard's claim for unjust enrichment. He found that "'the showing of an enrichment will not in and of itself be sufficient. In order to invoke the remedial power of a court of equity, the underlying circumstances, as between the two parties, must be such that the enrichment is unjust'... The Counties claim that they accepted the November 2017 Payments under the belief that they were voluntary payments or otherwise authorized pursuant to the Taxes Order... Vanguard has not demonstrated as a matter of law that the 'property was wrongfully secured or passively received' because voluntariness of payment is a disputed issue of fact... Summarily stating that the Counties failed to file proofs of claim is not sufficient to support summary judgment." The case is IN RE: VANGUARD NATURAL RESOURCES, LLC, Chapter 11, Debtor. VANGUARD OPERATING, LLC, Plaintiff, v. SUBLETTE COUNTY TREASURER, WYOMING, Defendant. VANGUARD OPERATING, LLC, Plaintiff, v. NATRONA COUNTY TREASURER, WYOMING, Defendant. VANGUARD OPERATING, LLC, Plaintiff, v. CAMPBELL COUNTY TREASURER, Defendant. VANGUARD OPERATING, LLC, Plaintiff, v. JOHNSON COUNTY TREASURER, WYOMING, Defendant. VANGUARD OPERATING, LLC, Plaintiff, v. CARBON COUNTY TREASURER, WYOMING, Defendant. VANGUARD OPERATING, LLC, Plaintiff, v. PARK COUNTY TREASURER, WYOMING, Defendant. VANGUARD OPERATING, LLC, Plaintiff, v. SWEETWATER COUNTY TREASURER, WYOMING, Defendant, Case No. 17-30560, Adversary Nos. 18-3244, 18-3245, 18-3246, 18-3247, 18-3248, 18-3249, 18-3250 (Bankr. S.D. Tex.). A full-text copy of the Amended Memorandum Opinion and Order, both dated January 21, 2021, are available at https://tinyurl.com/y39s5bjp and https://tinyurl.com/y4762ye2 from Leagle.com. About Vanguard Natural Resources, LLC Vanguard Natural Resources, LLC (OTC: VNRSQ) -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Vanguard Natural Resources, LLC, and certain subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017. The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur. The Debtors listed total assets of $1.54 billion and total debt of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain Unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of Sept. 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VIKING CRUISES: Moody's Rates $350MM Senior Unsecured Notes 'Caa2' ------------------------------------------------------------------ Moody's Investors Service assigned Viking Cruises Ltd's ("Viking") planned $350 million senior unsecured notes a Caa2 rating and Viking Ocean Cruises Ship VII Ltd. planned $350 million secured note issuance a B2 rating. There is no change to Viking's existing ratings including its B3 corporate family rating, B3-PD probability of default rating, existing B2 senior secured rating and existing Caa2 senior unsecured rating. The outlook remains negative. Proceeds from the planned $350 million secured note issuance will be used in part as payment for the Viking Venus which is expected to be delivered in April 2021. The secured notes will be issued by Viking Ocean Cruises Ship VII Ltd, a subsidiary of Viking, and will have an unsecured guarantee from Viking. Proceeds from the $350 million unsecured note issuance will be used to bolster the company's liquidity position as its cruise operations remain suspended through at least the end of March 2021. Assignments: Issuer: Viking Cruises Ltd Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5) Issuer: Viking Ocean Cruises ship VII Ltd. Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) Outlook Actions: Issuer: Viking Ocean Cruises Ship VII Ltd. Outlook, Assigned Negative RATINGS RATIONALE Viking's credit profile continues to be dominated by the length of time that cruise operations will be highly disrupted and the resulting impacts on the company's cash consumption and its liquidity profile. The normal ongoing credit risks include Viking's high leverage which Moody's forecasts will exceed 7.0x at the end of 2022 assuming negative EBITDA in 2020 and 2021 with a recovery in 2022. The company's credit profile is also constrained by its limited diversification both in terms of geography and customer base and the cyclicality, seasonality and capital intensity inherent in the cruise industry. Governance risks, particularly financial strategy, specifically related to dividends, the absence of target leverage levels, and the lack of a committed revolver are also constraints. Viking's credit profile is supported by its well-recognized brand name in both the premium segment of the river cruising and ocean cruising markets. Viking has approximately a 50% market share of the North American sourced river cruise passengers for Europe, Russian and China. Since entering the ocean cruising market with its first ship in 2015, Viking has grown that segment such that it accounts for about 40% of Viking's revenue. Under normal conditions, Viking's credit profile is also enhanced by its good forward booking visibility and short lead time to build new river vessels which allows Viking to adjust river cruise capacity to demand trends. Viking's historical willingness to bring in new equity partners provides credit support. In 2016 and 2020 when Viking needed to boost liquidity, TPG Capital and Canada Pension Plan Investment Board (each with board representation) committed to contribute capital. On a combined basis, after closing of the additional investment, they will own a little more than 40% stake in the company. Viking has good liquidity including Moody's estimate of cash balances of about $810 million at the end of 2020. Subsequent additions to those cash balances include the planned note issuance, aforementioned equity infusion, and about $165 million of proceeds from the sale of the Viking Sun to a joint venture in China. Moody's expect this level of cash is sufficient to cover the company's cash needs during this time of suspended operations and through 2021. Viking does not have access to a committed revolving credit facility. Also considered is that while Moody's view cruise ships as valuable long-term assets, Moody's do not believe the company could sell ships quickly to raise cash, if necessary. The negative outlook reflects Viking's very high leverage and the uncertainty around the pace and level of recovery in demand that will enable the company to de-lever to around 6.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include weaker than expected liquidity, updated expectations for cruising operations being suspended beyond April 2021 or if there are indications that the company is not on a path to restoring leverage to a sustainable level. Factors that could lead to the outlook being revised to stable include signs of good demand trends for 2021, leading to an expectation that the company's finances will stabilize in the near term and that debt/EBITDA will improve to below 6.5x over the medium term. Ratings could be upgraded should operating performance recover to levels that would support debt/EBITDA sustained at or below 5.5x while maintaining at least adequate liquidity. Viking operated a fleet of 72 river cruise vessels and six ocean cruise ships as of December 31, 2019. Its river cruises operate in over 30 countries largely in Continental Europe. Historically, about 85% of its total river and ocean customers are sourced from North America. TPG Capital and Canada Pension Plan Investment Board own a minority interest (about 40% on a combined basis) in Viking Holdings Ltd, parent company of Viking Cruises. The remaining ownership is indirectly held under a trust in which Torstein Hagen has a life interest. Net cruise revenues were about $2.1 billion for the fiscal year 2019. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. VIKING CRUISES: S&P Downgrades ICR to 'CCC+'; Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on river and ocean cruise operator Viking Cruises Ltd. to 'CCC+' from 'B-'. At the same time, S&P assigned its 'B-' issue-level rating and '2' recovery rating to the proposed $350 million senior secured notes. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; rounded estimate: 85%) for lenders in the event of a payment default. S&P assigned its 'CCC' issue-level rating and '5' recovery rating to the proposed senior unsecured notes. The '5' recovery rating indicates the rating agency's expectation for modest recovery (10%-30%; rounded estimate: 15%) for lenders in the event of a payment default. S&P also lowered its issue-level rating on Viking's existing unsecured notes to 'CCC' from 'B-' and revised its recovery rating to '5' from '4' due to its downgrade and the additional unsecured claims. Finally, S&P lowered its existing issue-level rating on the company's secured debt by one notch to reflect the downgrade. S&P said, "The negative outlook on Viking reflects our expectation for negative EBITDA and very weak credit measures through 2021. The negative outlook also reflects the high degree of uncertainty around its recovery path, the potential that its sailings will be suspended beyond the first half of 2021, and the possibility the pandemic will alter consumer demand for travel and cruises over the longer term because of concerns about contracting the coronavirus." Viking's performance and credit measures have weakened significantly due to the pandemic and the pace of its recovery remains uncertain. The cruise industry continues to be affected by the coronavirus pandemic as sailings have been suspended through at least the first quarter of 2021 (and may remain suspended through the second quarter) as cruise operators navigate the heightened and varying degree of travel and quarantine restrictions around the globe, the rising volume of cases, and public apprehension about traveling in enclosed and crowded spaces (like airplanes and cruise ships) until there is widespread distribution of an effective vaccine. Most cruise operators are not earning any revenue as they continue to burn cash, which has led them to undertake measures to preserve and increase their liquidity, largely by issuing debt. S&P said, "We project that the pandemic will continue to affect Viking's operating performance, at least through the first half of 2021. The company has already cancelled all sailings through March 31, 2021, and we believe it will likely extend its suspension through the second quarter of 2021 because of safety concerns for its customers (who are generally 55 and older and viewed as a more at-risk age demographic), continued heightened travel and quarantine restrictions around the globe (including the possibility that the European Union may not reopen its external borders for the summer tourist season), a slow vaccine roll-out, and a high volume of virus cases in its primary source market (North America accounted for 86% of its total passengers in the 2019 season). Therefore, we do not assume Viking will resume operation until the third quarter of 2021. Under our revised base-case scenario, we assume the company's 2021 revenue will be between 60% and 70% below its 2019 results and expect its EBITDA and cash flow from operations to be materially negative." "Based on current 2022 booking and price trends, we believe Viking's 2022 operating metrics could plausibly return closer to pre-pandemic levels as Viking benefits from a full year of operations and new ship deliveries, including its new expedition and Mississippi River ships. While the company benefits from a longer booking window than many other cruise operators, there remains a high level of uncertainty in our forecast, especially because we believe its customers will not be willing to return to cruising until they believe it is safe from a public health standpoint. We preliminarily forecast that Viking's revenue could be 10%-20% above 2019 levels in 2022 while its EBITDA remains 10%-20% below 2019 levels as it benefits from increased capacity following its ship deliveries between 2020 and 2022. We expect the company's health and safety and marketing expenses to remain elevated in 2022 to combat any potential COVID-19 outbreaks on its ships and market its new product offerings. Therefore, we anticipate Viking's adjusted debt to EBITDA may remain high in the 9x area in 2022." "We adjust our measure of Viking's debt for its operating leases, charter commitments, and the preferred shares issued at its parent. We also net any cash over $300 million against its debt balances because we believe $300 million of its cash balance will be unavailable for debt repayment. We include the preferred stock held at Viking's parent as debt in our calculations because it has some provisions we consider debt-like and we believe the company may redeem the shares over the longer term, potentially using debt. Although we include the parent's preferred stock as debt, we believe the instrument includes provisions that provide a significant amount of financial flexibility and are favorable to its creditors. The preferred stock adds about 1.5x to our estimate of its leverage in 2022." "Under our assumption that its operations will begin to recover in the second half of 2021, we estimate Viking has adequate liquidity to manage its cash burn. The company has completed a number of liquidity enhancing transactions to preserve its liquidity since it initially suspended its sailings in March 2020. These actions have included issuing $675 million of senior secured notes, agreeing to issue new Series C preference shares to its non-controlling shareholders for net proceeds of approximately $500 million, and deferring and refinancing ship yard progress payments and principal amortization payments totaling $164 million in 2020 and $43 million 2021. Additionally, Viking has agreed to sell the Viking Sun, a relatively new ocean ship, for about $165 million in net proceeds to its new joint-venture partner. Although the company continues to burn cash while its cruises remain suspended, the rate of change in cash balances has declined significantly. For the quarter ended Sept. 30, 2020, the company burned about $135 million in cash, which compares with about $400 million between Dec. 31, 2019, and March 31, 2020. We expect this trend to continue based on the company's typically long booking window and our expectation its net cash refunds will continue to decline." "Pro forma for the proposed note issuances, Viking's use of a portion of the proceeds to finance its purchase of the Viking Venus, and its sale of the Viking Sun, we anticipate the company will have about $1.8 billion of cash on its balance sheet net of fees and expenses and including the proceeds from its preference share issuance (Viking does not have a revolving credit facility). If completed, we believe the proposed senior secured note issuance will provide Viking with sufficient liquidity for the next 12 months, even if its sailings remain suspended into the third quarter." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P said, "The negative outlook on Viking reflects our expectation for negative EBITDA and very weak credit measures through 2021. The negative outlook also reflects the high degree of uncertainty around the company's recovery path, the potential that its sailings may remain suspended beyond the first half of 2021, and the possibility the pandemic could alter consumer demand for travel and cruises over the longer term because of concerns about contracting the coronavirus." "We could lower our ratings on Viking if we believe its liquidity position will worsen or that it will default or enter into a debt restructuring of some form in the next 12 months." "It is unlikely that we will revise our outlook on Viking to stable over the next several quarters given the significant uncertainty around when its operations will resume, how long it will take the demand for travel and cruises to recover, and how it will effect our base-case recovery assumptions, especially in the absence of widespread vaccine distribution. Nevertheless, we could revise our outlook to stable once we are more certain the company will be able to reach its pre-pandemic levels of capacity, its net cruise revenue yields recover significantly, and it is able to generate positive EBITDA and cash flow from operations such that we believe its credit measures will recover to sustainable levels. A higher rating is unlikely over the next year given our forecast for its adjusted leverage through 2022. However, we could consider upgrading Viking once its operations recover if we believe it can sustain positive cash flow and will likely materially reduce its leverage below 8.5x." VIRGIN ISLANDS WATER: Moody's Completes Review, Retains Caa2 Rating ------------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Virgin Islands Water & Power Authority and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 21, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. The Virgin Islands Water and Power Authority's Caa2 electric system revenue bonds rating remains constrained by the authority's weak liquidity and unsustainable debt load. Despite a recent extension of the bond anticipation notes maturity to July 1, 2022 from July 1, 2020, VI WAPA has difficulty accessing the capital market and operating cash flow generation is insufficient to fully fund working capital needs, future debt maturities and capital expenditures. VI WAPA is critical to the economy as a monopoly electricity provider. Nevertheless, it is constrained by the territory's sluggish economic growth and the weak credit profile of the Government of the US Virgin Islands (issuer rating Caa3).The territory also faces a dramatic economic downturn caused by the current coronavirus (COVID-19) epidemic and resulting decline in tourism activity. The utility's credit quality also considers received FEMA grants, efforts to increase system reliability, improved financial reporting in the form of monthly unaudited financial information but failure to file audited financial statements for fiscal year ending June 30, 2019. Bondholders benefit from fully cash funded debt service reserves for rated senior and subordinated bonds. The Caa3 subordinate lien electric system revenue bond rating reflects the junior position of these securities relative to the senior electric system revenue bonds. The principal methodology used for this review was US Public Power Electric Utilities with Generation Ownership Exposure Methodology published in August 2019. VVC HOLDING: Moody's Raises CFR to B2, Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded VVC Holding Corp.'s (Virence and athenahealth, Inc., together "athenahealth") Corporate Family Rating to B2 from B3. Concurrently, Moody's upgraded athenahealth's Probability of Default Rating to B2-PD from B3-PD and affirmed the B2 ratings on the company's first lien senior secured bank credit facilities. The outlook is stable. The rating actions follow athenahealth's announcement that it will raise an incremental $985 million term loan under its existing first lien bank credit facilities. Net proceeds from the proposed issuance, along with $642 million of balance sheet cash will be used to repay the company's $800 million second lien term loan (unrated), repay $770 million of outstanding preferred equity, and pay associated fees and expenses. The upgrade of the CFR to B2 reflects athenahealth's progress in reducing leverage following its 2019 combination with Virence. Leverage was approximately 10x when first rated by Moody's. Since the 2019 transaction, leverage has been reduced to approximately 7.5x based on estimated 2020 year-end results, resulting from organic revenue growth in the mid-to-high single digit percent range and cost reductions of nearly $180 million. In addition, the repayment of the second lien term loan with incremental first lien debt is expected to reduce athenahealth's cash interest expense substantially which will enhance free cash flow generation. Moody's expects free cash flow generation will approach 7% over the next 12-18 months. Upgrades: Issuer: VVC Holding Corp. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Affirmations: Issuer: VVC Holding Corp. Gtd Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD4) from (LGD3) Outlook Actions: Issuer: VVC Holding Corp. Outlook, Remains Stable RATINGS RATIONALE The B2 Corporate Family Rating reflects risks associated with athenahealth's high financial leverage which was approximately 7.5x based on estimated December 31, 2020 results (Moody's adjusted and pro forma for certain one-time expenses) and the highly competitive nature of the electronic medical records (EMR) software market. The B2 CFR also reflects athenahealth's strong market position as a top 3 provider within the EMR market with revenues of $1.759 billion in 2019. Athenahealth has developed longstanding relationships with customers and their software and services solutions are well regarded by customers within the markets they serve. The strength of athenahealth's customer relationships, along with value providing, hard to replace software systems, result in a very high proportion of reoccurring revenue to total revenue. Management estimates that over 90% of pro forma revenue is reoccurring in nature, consisting of contracted maintenance and subscription revenue and predictable collections from athenahealth's customer base. Accordingly, the company has good visibility into future cash flows. Further supporting the rating are favorable industry trends within the electronic medical record and revenue cycle management markets, driven by increased health care spending, and a drive to efficiently manage the business processes of ambulatory care settings, which will buoy EBITDA growth. As a private equity owned company, Moody's expect athenahealth will maintain a relatively aggressive financial strategy, as evidenced by the current proposed debt funded shareholder return as well as the high leverage used to acquire both Virence and athenahealth. The stable outlook reflects our expectation for continued organic EBITDA growth in the mid-to-high single digit percent range. Expected organic EBITDA growth, in conjunction with mandatory debt repayment should enable the company to de-lever to below 7x over the next 12-18 months and achieve free cash flow to debt in excess of 5%. athenahealth's liquidity is considered very good, supported by expected cash balances of approximately $237 million upon the close of the proposed transaction, expectations for annualized free cash flow generation of at least $275 million over the next 12-18 months, and an undrawn $400 million revolver. The company will need to comply with a springing first lien net leverage ratio test when the revolver is 35% or more drawn on the last day of a fiscal quarter however, we do not expect the revolver will be used for working capital purposes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could face downward pressure if leverage were expected to be sustained above 7.5x on other than a temporary basis or if free cash flow generation were to deteriorate meaningfully. The ratings could be upgraded if the company is expected to maintain a more conservative financial strategy, with leverage sustained below 6x and free cash flow to debt expected to be sustained at or above 10%. Athenahealth, Inc. which does business in combination with VVC Holding Corp, is a leading provider of network-based, electronic medical records, revenue cycle management, patient management, care coordination, and population health software and services to healthcare providers. The company generated revenues of $1.759 billion in 2019. Athenahealth and VVC Holding Corp are owned by funds affiliated with Veritas Capital and are headquartered in Watertown, MA. The principal methodology used in these ratings was Software Industry published in August 2018. WALKER RADIO: Gets Approval to Tap Richard Newman as Accountant --------------------------------------------------------------- Walker Radio Group, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Richard Newman, an accountant at Howard, Cunningham, Houchin & Turner, LLP. The Debtor needs to retain an accountant in the administration of its estate for the purpose of preparation of tax returns, preparation of financial statements, cash flow projections and any additional financial advice, information or assistance as needed. Mr. Newman will be compensated at his hourly rate of $250. In addition, he will seek reimbursement for out-of-pocket expenses. Mr. Newman disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Richard A. Newman Howard, Cunningham, Houchin & Turner, LLP 6901 Quaker Avenue, Suite 100 Lubbock, TX 79413 Telephone: (806) 799-6699 About Walker Radio Group Walker Radio Group, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-50234) on Dec. 9, 2020, listing under $1 million in both assets and liabilities. Judge Robert L. Jones oversees the case. The Debtor tapped Mullin Hoard & Brown, LLP as legal counsel and Richard A. Newman at Howard, Cunningham, Houchin & Turner, LLP as accountant. WEISS BUSH: M. Oltman and N. Shea Buying Business Assets for $412K ------------------------------------------------------------------ Weiss Bush Collision Center, LLC, asks the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of assets involved in the operation of its business to Michael Oltman and Nicole Shea for $411,789, subject to change on sale date with amendment. The per Asset prices of the business are as follows: a. Building - $375,000 b. Equipment & Inventory Listed Separately - $33,789 (will be amendment on day of sale to get exact amount for paint supplies in inventory). Excludes tools and equipment owned by employees, they are not property of Weiss Bush Collision Center LLC. c. Business Signage outside attached to building - $3,000 The total list of equipment/inventory/signage to be sold is attached to the Business Sale Agreement. The sale will be free and clear of liens. The proceeds of the sale will be paid as follows: 1. Closing costs relating to the sale of property including title policy, transfer fees, recording fees, surveying costs (if necessary), attorney's fees and disbursements for Greg P. Pittman (not to exceed $1,500) relating to the sale of the property or other necessary and miscellaneous closing costs to complete the transaction. 2. The net sale proceeds will be paid in priority of the liens against the property. State Bank Financial has a 1st mortgage on the real estate and a 1st position UCC Financing Statement on the inventory, equipment and supplies. The net proceeds of the real estate sale will be applied against State Bank Financial before the net proceeds of the inventory equipment and supplies. It is anticipated that there will be enough proceeds from the real estate sale to pay State Bank Financial in full at closing, however the Debtor will apply funds as necessary from the sale of inventory, equipment and supplies to pay State Bank Financial in full. Since the Internal Revenue Service has yet to file a claim in the case, any additional net funds that are available from the sale of equipment/inventory/signage alter the payment to State Bank Financial, will be paid to the Pittman & Pittman Law Offices, LLC Trust Account and held until further order of the Court. The closing will take place at 1102 Island Street, La Crosse, Wisconsin. A copy of the Agreement is available at https://tinyurl.com/y266xdct from PacerMonitor.com free of charge. The Purchaser: Michael Oltman 476 Leonard Street N West Salem, WI 54669 Nicole Shea 3023 S Locust Avenue Holmen, WI 54636 E-mail: nikki1562@hotmail.com About Weiss Bush Collision Center Weiss Bush Collision Center filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 20-12710) on Oct. 29, 2020. The petition was signed by William Bush, owner. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Catherine J. Furay oversees the case. Greg P. Pittman, Esq., at Pittman & Pittman Law Offices, LLC, serves as the Debtor's legal counsel. WHITE CAP: S&P Alters Outlook to Negative, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based specialty concrete accessories and construction products and services distributor White Cap Supply Holdings LLC to negative from stable and affirmed all its ratings, including the 'B' issuer credit rating. At the same time, S&P assigned its 'CCC+' issue-level and '6' recovery ratings to the proposed $300 million senior unsecured PIK toggle notes issued at holding company White Cap Parent LLC. The proposed notes will be subordinated to all the secured debt facilities and senior unsecured notes. S&P said, "The negative outlook reflects our view that the incremental debt burden will result in elevated leverage and small cushion to absorb continued COVID-19 pandemic-related macroeconomic uncertainty or unexpected operating or integration challenges, either of which could delay deleveraging." The dividend recapitalization delays White Cap's deleveraging, pushing S&P Global Ratings-adjusted leverage above 7x for the next few quarters and limiting rating cushion. S&P said, "We expect White Cap's leverage to remain high over the next 12 months following the dividend despite its better-than-expected recent performance. Specifically, we anticipate S&P Global Ratings-adjusted leverage will be about 7.5x immediately following close of the transaction. We expect modestly improving construction demand trends in 2021 and thereafter, after some softness in 2020. Combined with contributions from White Cap's expanding value-added products and services, this will support a gradual increase in profitability and enable the company to decrease its S&P Global Ratings-adjusted leverage to the high-6x area over the next 12 months. Still, White Cap has limited cushion in the rating to withstand weaker operating conditions. In addition, if it continues to pursue debt-funded dividends or acquisitions that increase leverage above 7x, we could consider its more aggressive financial policy in line with a lower rating." "Our forecast incorporates our view that White Cap will likely maintain solid momentum in its operating performance over the next 12 months, particularly given the strong demand in its residential end market. Combined with the more resilient environment in its infrastructure end market and our projections for improved demand in nonresidential end markets in 2021, we believe White Cap's good operating performance will likely support higher organic volume. Still, the commercial and residential construction markets are highly cyclical. We believe the company's earnings and leverage can be volatile through the business cycle." White Cap's free cash flow generation will likely be sufficient to fund tuck-in acquisitions and maintain adequate liquidity. Its strong margins and modest working capital and capital expenditure (capex) requirements will likely support solid annual free cash flow generation of roughly $80 million-$120 million over the next two years. S&P said, "We expect White Cap to remain acquisitive and anticipate it will opportunistically consolidate small distributors as its owners look to monetize. We do not forecast any voluntary debt repayment during 2021. We believe White Cap's free cash flow generation will provide it with enough liquidity to support its operations and fund moderate acquisition activity." "Our negative outlook on White Cap indicates our view that its increased debt burden will raise S&P Global Ratings-adjusted debt to EBITDA to the mid-7x area at transaction close. In addition, we believe deleveraging below 7x could take longer than 12 months if demand conditions turn unfavorable, for instance if new construction projects stall." S&P could lower its rating if: -- White Cap's S&P Global Ratings-adjusted debt to EBITDA does not improve and trends above 7x on a sustained basis. Such a scenario could follow a further decline in end-market demand, higher-than-expected cost inflation that it cannot pass on through price increases, or integration challenges; -- The company cannot generate positive free operating cash flow (FOCF); or -- It pursues a more aggressive financial policy such as an additional debt-funded dividend to its financial sponsors. S&P could revise its outlook to stable over the next 12 months if: -- The company's earnings improve such that its S&P Global Ratings-adjusted leverage declines; and S&P expects it to sustain leverage of less than 7x. This could occur if nonresidential and infrastructure construction demand improves at least modestly in 2021 and White Cap achieves its targeted integration benefits without disrupting earnings or cash flow. WHITE STALLION: Former CEO Fails to Block Cash Use -------------------------------------------------- Law360 reports that a Delaware bankruptcy judge gave Indiana coal producer White Stallion Energy LLC permission Thursday, January 28, 2021, to spend the cash backing its debts over the objections of a former CEO, who claimed a term lender is controlling the Chapter 11 case for its own benefit. After a hearing lasting more than seven hours, U.S. Bankruptcy Judge Laurie Selber Silverstein said White Stallion's current management and lender Riverstone Credit Management had reached their agreement for the coal company to use Riverstone's cash collateral in good faith, and that ex-CEO Steven Chancellor can raise his claims against Riverstone later. About White Stallion Energy White Stallion Energy, LLC, was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WHITE STONE FOODS: Seeks Plan Exclusivity Extension Thru March 1 ---------------------------------------------------------------- Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, extended White Stone Foods, LLC's exclusive periods for filing a Plan of Reorganization and soliciting ballots on the Plan through and including January 29, 2021 and March 30, 2021, respectively. One day after winning an extension of its plan exclusivity period, White Stone Foods, LLC filed another request for extension -- it's fifth overall -- of the plan filing deadline. Specifically, White Stone Foods, which operated 13 separate retail restaurants under the franchise names Long John Silvers', ("LJS"), and A & W Restaurants, seeks an extension on the exclusive period to file a plan of reorganization through and including March 1, 2021; and the time to solicit ballots on such a plan of reorganization until April 30, 2021. Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, entered an order on January 28 extending White Stone Foods' exclusive periods for filing a Plan and soliciting ballots on the Plan through and including January 29, 2021 and March 30, 2021, respectively. At the time of the commencement of this chapter 11, the Debtor had already determined that certain unprofitable stores would need to be closed. Since the Chapter 11 case was filed, the Debtor has already surrendered four stores. The Debtor expects it may decide to close other stores as well. The corona virus has exasperated the situation, and the Debtor may decide to close stores that it initially thought it could save. Final decisions on store closures has not been made, and as sales start to slowly improve, the Debtor is analyzing the data for each store's performance. Should the Debtor decide to close other stores, the Debtor will need to reject operative nonresidential leases, and applicable franchise agreements. These creditors will have additional time to file rejection damage claims. Due to the enormous impact the virus has had on the economy in general, and on the Debtor's business in particular, the Debtor said it is not in a position to present a Plan of Reorganization that is both fair and confirmable. The previous Extension Orders required that the Debtor and LJS schedule and attend a conference, to discuss the terms of a viable plan of reorganization. The parties did in fact meet on November 12, 2020. Although no final agreement on the terms of a viable plan was reached at that conference, the parties are continuing to discuss the issues. The Debtor is hopeful a resolution will be reached. The Debtor said LJS has consented to another 30-day extension to file a Plan. In seeking another extension, the Debtor said it desires to focus its full attention on stabilizing the business, and formulating an exit strategy to this Chapter 11 case, which will hinge on the discussions with LIS. The Debtor does not want to be concerned with competing plans. White Stone Foods, LLC is represented by: Brian S. Behar, Esq. BEHAR GUTT & GLAZER, P.A. DCOTA, 1855 Griffin Road Suite A-350 Ft. Lauderdale, FL 33004 Telephone: 305-931-3771 Email: bsb@bgglaw.net About White Stone Foods White Stone Foods, LLC, a privately held company in the fast-food restaurant business, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case no. 20-11531) on February 4, 2020. White Stone Foods, as a franchisee, operated 13 separate retail restaurants under the Franchise names Long John Silvers' and A & W Restaurants. In the petition signed by John S. Robles, managing member, the Debtor was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Peter D. Russin replaced Judge Scott M. Grossman, who previously oversees the Debtor's case. Brian S. Behar, Esq. at Behar Gutt & Glazer, P.A., is the Debtor's legal counsel. Rodriguez Kinzbrunner & Company, LLC, serves as an accountant to the Debtor. Long John Silvers' is represented in the case by: Erika R. Barnes, Esq. STITES & HARBISON PLLC 401 Commerce Street, Suite 800 Nashville, TN 37219 Tel: 615-782-2252 615-766-7941 E-mail: ebames@stites.com Z & J LLC: $5M Private Sale of All Assets to Counsel Press Approved ------------------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York authorized Z & J, LLC's private sale of substantially all assets to Counsel Press, Inc. for $4 million cash, plus $1 million non-interest bearing unsecured subordinated seller note, subject to certain potential adjustments. A hearing on the Motion was held on Jan. 21, 2021, at 10:00 a.m. (ET). The Sale Agreement and all of the terms and conditions therein are approved in its entirety. The sale is free and clear of all Interests, with the sale proceeds to be distributed in accordance with the Order and the Plan. The Debtor and Kestan are authorized and directed to (i) perform their obligations under and comply with the terms of the Sale Agreement and execute and perform any additional agreements, instruments or documents that may be necessary or appropriate to implement the Sale Agreement and transactions contemplated thereunder; (ii) consummate the sale of the Purchased Assets in accordance with the terms and conditions of the Sale Agreement; and (iii) take all other and further actions necessary or appropriate to implement the sale of the Purchased Assets and perform their obligations under the Sale Agreement. The Cash Proceeds of the sale of the Purchased Assets will be deposited into the attorney escrow account of the Disbursing Agent, the Debtor's special counsel, Mazzola Lindstrom, LLP, and will be distributed in accordance with the Debtor's Plan or as otherwise authorized by the Court. Upon the Closing, the Disbursing Agent is authorized and directed to distribute Cash Proceeds as follows: (i) $801,563 to J.P. Morgan Chase Bank, N.A. as payment in full satisfaction of Chase Bank's allowed secured claim; (ii) $817,289 to the New York State Department of Taxation and Finance ("NYS") as payment in full satisfaction of NYS’ allowed secured claim; and (iii) $133,548 to NYS as payment in full satisfaction of its unsecured priority claim. Upon distribution of payment in full satisfaction of NYS' secured claim in the amount of $801,563 and payment in full satisfaction of its unsecured priority claim in the amount of $133,548, its general unsecured claim in the amount of $10,764 is expunged. Upon the Closing, the City Marshal of the City of New York is authorized and directed to release funds in the amount of $84,358, of which $4,233 will be applied to the NYC Marshal's statutory fees and poundage, and $80,125 will be applied as satisfaction in full of the allowed secured claim of DeLage Landen Financial Services, Inc. Thereafter, DeLage will be the holder of an allowed general unsecured claim in the amount of $33,007, which will be treated in accordance with the terms of the Debtor's Chapter 11 Plan. Notwithstanding the provisions of Bankruptcy Rule 6004 or any applicable provisions of the Local Rules, the Order will not be stayed for 14 days after its entry, but will be effective and enforceable immediately upon entry. About Z & J LLC Z & J, LLC, which conducts business under the name Appeal Tech, is an appellate service provider based in New York. It was founded in 1998 and works with law firms, government agencies, companies and non-profit organizations to perfect appeals in the State Appellate Courts, the Federal Circuit Courts of Appeals, and the U.S. Supreme Court. Z & J sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-11502) on May 9, 2019. At the time of the filing, Debtor disclosed $1,523,690 in assets and $1,083,211 in liabilities. Judge James L. Garrity Jr. oversees the case. Debtor has tapped Daniel Scott Alter, Esq., as its bankruptcy attorney, Mazzola Lindstrom LLP as special counsel, and JGS, C.P.A., P.C. as accountant. ZOTEC PARTNERS: S&P Affirms B- Issuer Credit Rating, Outlook Pos. ----------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on Carmel, Ind.-based revenue cycle management provider Zotec Partners LLC, including its 'B-' issuer credit rating, 'B-' senior secured rating, and '3' recovery rating. S&P said, "The positive outlook reflects our expectation that organic growth and the benefit of recent significant new contracts can expand revenue and EBITDA resulting in leverage reduction. S&P also believes the company will likely use a portion of its sizeable cash balance to repay its revolver balance, which was incurred when the company pre-emptively boosted liquidity in the early days of the pandemic." "The positive outlook reflects our belief that the company has moved away from the disruption of the pandemic and may again be on a path to sustainably less leverage. We expect the base business will return to pre-pandemic levels in 2021 and will also benefit from significant new contracts. We expect these sources, including expanded relationships with existing customers will drive dramatic improvement in credit metrics in 2021 as compared with 2020. We believe leverage has the potential to decline to about 5x in the second half of 2021 or early 2022." "We expect leverage reduction to include actual debt repayment in 2021. We expect debt reduction in 2021 will include debt repayment in addition to EBITDA expansion, given high cash balances and the revolver draw. The company dramatically increased its cash reserves to more than $70 million as of Sept. 30, 2020, from several sources including a pre-emptive draw on its revolving credit facility and from deferred revenue sources and accrued payables. While we expect the company may use some cash as some of these sources of working capital become uses, we expect it to repay the $20 million balance on its revolver because liquidity concerns from the early days of the pandemic are no longer relevant." Zotec's small size and concentration in radiology and anesthesia leave it susceptible to competition and reimbursement pressure. One of Zotec's primary risks is its small scale and lack of diversification, with somewhat narrow end markets of hospital- and office-based physicians as well as a concentration in radiology. S&P said, "We believe its scale remains modest within the health care information technology (HCIT) industry relative to larger competitors with greater resources, including subsidiaries of hospital systems, as well as other unaffiliated companies." Additionally, given the current regulatory environment and the passage of surprise billing legislation, combined with the aggressive focus of payors on radiology and anesthesia reimbursement, the company will likely face reimbursement difficulties. The need to postpone elective procedures and people avoiding medical institutions during the pandemic hurt earnings significantly, albeit for a short amount of time, demonstrating the company's sensitivity to volume pressure." The revenue cycle market (RCM) continues to grow as providers increase spending on RCM technology platforms. The increasing regulatory requirements and payment processes, including revisions to the international classifications of diseases (ICD) and the changes in billing stemming from the migration to value-based care, continue to add complexity to revenue cycle management. S&P said, "The positive outlook reflects our expectations that EBITDA expansion from ongoing organic growth and significant new contract activity could help Zotec to reduce and maintain leverage below 5x." "We could revise the outlook to stable if Zotec experiences stronger-than-expected competition, leading to margin pressure or customer losses that lead us to believe leverage will remain above 5x. We could also revise the outlook to stable if we believe owners will adopt a more aggressive dividend policy that might lead to deterioration of credit metrics." "We could raise the rating if the company demonstrates a commitment to maintaining leverage below 5x on a sustained basis and its operating performance and cash flows remain solid. Another path to a higher rating incorporates management adopting a more independent board because we believe there is a lower risk of significant debt-financed dividends that might lead to the deterioration of credit metrics." [*] Few Airlines Remain Investment-Grade After COVID Downgrades --------------------------------------------------------------- The coronavirus downturn drove rating downgrades for nearly all airlines, leaving few investment-grade (IG), according to a new Fitch Ratings report. "The remaining investment-grade companies exhibit sizable liquidity balances, low-cost business models or manageable debt loads," said Joseph Rohlena, Senior Director. Although the pandemic triggered bankruptcy filings for several Latin American airlines, no major U.S. airline has filed Chapter 11 in 2020. Generally, bankruptcy cases aimed at cost cuts, including pension funding, labor contracts and fleets. Debt reduction was less of a focus. The median debt reduction was 37 percent, compared with 76 percent in Fitch Ratings' cross-sector corporate bankruptcy database. Shipping bankruptcies were focused on right-sizing capital structures after a period of weak demand following a period of new capacity buildup. The median multiple of reorganization enterprise value/forward EBITDA forecast was 6.2x, with a wide range of 3.1x-12.5x. The multiples for going concern airlines ranged from 3.1x to 6.8x. The par-weighted average annual default rate for the high-yield transportation sector during 2001-2020 was 6.8 percent, higher than the 4 percent cross-sector U.S. rate for this period. The 2020 rate finished at 4.0 percent, below the 5.2 percent for the broad market. The average ultimate recovery rate on first-lien issue claims was 84 percent of the final claim amount. However, the terms of some aircraft financings were amended prior to assumption with more borrower-favorable terms on the reinstated debts or assumed leases. Large nondebt claims led to more variability for unsecured recoveries, with a range of 1-100 percent. For more information, a special report titled "Airline and Transportation Bankruptcy Enterprise Values and Creditor Recoveries" is available on the Fitch Ratings' website at http://www.fitchratings.com/ [^] BOND PRICING: For the Week from January 25 to 29, 2021 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- BPZ Resources Inc BPZR 6.50 3.02 3/1/2049 Basic Energy Services Inc BASX 10.75 18.27 10/15/2023 Basic Energy Services Inc BASX 10.75 18.27 10/15/2023 Briggs & Stratton Corp BGG 6.88 8.63 12/15/2020 Bristow Group Inc/old BRS 4.50 0.00 6/1/2023 Bristow Group Inc/old BRS 6.25 6.25 10/15/2022 Buffalo Thunder Development Authority BUFLO 11.00 50.00 12/9/2022 CBL & Associates LP CBL 5.25 36.02 12/1/2023 Chesapeake Energy Corp CHK 11.50 30.25 1/1/2025 Chesapeake Energy Corp CHK 5.50 5.94 9/15/2026 Chesapeake Energy Corp CHK 11.50 16.00 1/1/2025 Chesapeake Energy Corp CHK 8.00 6.50 6/15/2027 Chesapeake Energy Corp CHK 7.00 6.00 10/1/2024 Chesapeake Energy Corp CHK 4.88 5.81 4/15/2022 Chesapeake Energy Corp CHK 6.63 5.00 8/15/2020 Chesapeake Energy Corp CHK 5.75 5.75 3/15/2023 Chesapeake Energy Corp CHK 8.00 5.75 1/15/2025 Chesapeake Energy Corp CHK 6.88 4.27 11/15/2020 Chesapeake Energy Corp CHK 7.50 4.75 10/1/2026 Chesapeake Energy Corp CHK 8.00 4.75 3/15/2026 Chesapeake Energy Corp CHK 8.00 4.96 3/15/2026 Chesapeake Energy Corp CHK 8.00 5.81 6/15/2027 Chesapeake Energy Corp CHK 8.00 5.71 1/15/2025 Chesapeake Energy Corp CHK 6.88 5.98 11/15/2020 Chesapeake Energy Corp CHK 8.00 5.71 1/15/2025 Chesapeake Energy Corp CHK 8.00 4.96 3/15/2026 Chesapeake Energy Corp CHK 8.00 5.81 6/15/2027 Dean Foods Co DF 6.50 2.00 3/15/2023 Dean Foods Co DF 6.50 2.00 3/15/2023 Diamond Offshore Drilling Inc DOFSQ 7.88 14.00 8/15/2025 Diamond Offshore Drilling Inc DOFSQ 3.45 17.00 11/1/2023 ENSCO International Inc VAL 7.20 7.50 11/15/2027 EQT Corp EQT 4.88 102.19 11/15/2021 EnLink Midstream Partners LP ENLK 6.00 54.96 N/A Energy Conversion Devices ENER 3.00 7.88 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 1.00 0.07 1/30/2037 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.00 31.97 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.00 32.22 7/15/2023 Federal Home Loan Mortgage Corp FHLMC 0.36 99.73 2/3/2023 Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011 Frontier Communications Corp FTR 10.50 53.00 9/15/2022 Frontier Communications Corp FTR 7.13 49.75 1/15/2023 Frontier Communications Corp FTR 8.75 49.00 4/15/2022 Frontier Communications Corp FTR 6.25 50.13 9/15/2021 Frontier Communications Corp FTR 9.25 44.50 7/1/2021 Frontier Communications Corp FTR 10.50 53.13 9/15/2022 Frontier Communications Corp FTR 10.50 53.13 9/15/2022 GNC Holdings Inc GNC 1.50 1.25 8/15/2020 GTT Communications Inc GTT 7.88 36.00 12/31/2024 GTT Communications Inc GTT 7.88 37.62 12/31/2024 Global Eagle Entertainment GEENQ 2.75 0.01 2/15/2035 Goodman Networks Inc GOODNT 8.00 22.50 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.00 63.50 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.00 63.10 9/30/2021 Hi-Crush Inc HCR 9.50 0.06 8/1/2026 Hi-Crush Inc HCR 9.50 0.05 8/1/2026 High Ridge Brands Co HIRIDG 8.88 1.50 3/15/2025 High Ridge Brands Co HIRIDG 8.88 1.07 3/15/2025 HighPoint Operating Corp HPR 7.00 40.12 10/15/2022 HighPoint Operating Corp HPR 8.75 39.67 6/15/2025 Hilton Domestic Operating HLT 5.13 103.45 5/1/2026 Hornbeck Offshore Services HOSS 5.88 0.79 4/1/2020 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.00 52.14 9/15/2021 JC Penney Corp Inc JCP 5.88 8.00 7/1/2023 JC Penney Corp Inc JCP 5.88 7.75 7/1/2023 K Hovnanian Enterprises Inc HOV 5.00 11.40 2/1/2040 K Hovnanian Enterprises Inc HOV 5.00 11.40 2/1/2040 LSC Communications Inc LKSD 8.75 8.00 10/15/2023 LSC Communications Inc LKSD 8.75 12.88 10/15/2023 Liberty Media Corp LMCA 2.25 48.25 9/30/2046 MAI Holdings Inc MAIHLD 9.50 15.88 6/1/2023 MAI Holdings Inc MAIHLD 9.50 15.88 6/1/2023 MAI Holdings Inc MAIHLD 9.50 15.88 6/1/2023 MF Global Holdings Ltd MF 6.75 15.63 8/8/2016 MF Global Holdings Ltd MF 9.00 15.63 6/20/2038 Mashantucket Western Pequot Tribe MASHTU 7.35 15.00 7/1/2026 Men's Wearhouse LLC/The TLRD 7.00 1.75 7/1/2022 Men's Wearhouse LLC/The TLRD 7.00 1.20 7/1/2022 NWH Escrow Corp HARDWD 7.50 32.50 8/1/2021 NWH Escrow Corp HARDWD 7.50 27.66 8/1/2021 Navajo Transitional Energy LLC NVJOTE 9.00 62.50 10/24/2024 Neiman Marcus Group LLC/The NMG 7.13 4.35 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.00 4.87 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.00 27.25 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 4.87 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.00 4.87 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.00 27.25 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 4.87 10/25/2024 Nine Energy Service Inc NINE 8.75 41.54 11/1/2023 Nine Energy Service Inc NINE 8.75 42.78 11/1/2023 Nine Energy Service Inc NINE 8.75 42.79 11/1/2023 Northwest Hardwoods Inc HARDWD 7.50 30.75 8/1/2021 Northwest Hardwoods Inc HARDWD 7.50 27.34 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.54 1.25 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.63 90.00 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.63 90.00 6/1/2021 Pride International LLC VAL 6.88 7.25 8/15/2020 Pride International LLC VAL 7.88 13.00 8/15/2040 Renco Metals Inc RENCO 11.50 24.88 7/1/2003 Revlon Consumer Products REV 6.25 34.19 8/1/2024 Rolta LLC RLTAIN 10.75 2.00 5/16/2018 SESI LLC SPN 7.13 32.25 12/15/2021 SESI LLC SPN 7.75 36.00 9/15/2024 SESI LLC SPN 7.13 36.00 12/15/2021 SESI LLC SPN 7.13 29.75 12/15/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.13 0.77 11/1/2020 Sears Holdings Corp SHLD 6.63 6.11 10/15/2018 Sears Holdings Corp SHLD 8.00 3.38 12/15/2019 Sears Holdings Corp SHLD 6.63 2.44 10/15/2018 Sears Roebuck Acceptance SHLD 7.00 0.58 6/1/2032 Sears Roebuck Acceptance SHLD 6.75 0.42 1/15/2028 Sears Roebuck Acceptance SHLD 6.50 0.46 12/1/2028 Sempra Texas Holdings Corp TXU 5.55 13.50 11/15/2014 Summit Midstream Partners LP SMLP 9.50 36.00 N/A TerraVia Holdings Inc TVIA 5.00 4.64 10/1/2019 Toys R Us Inc TOY 7.38 1.32 10/15/2018 Transworld Systems Inc TSIACQ 9.50 30.00 8/15/2021 Vector Group Ltd VGR 6.13 101.00 2/1/2025 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.00 60.13 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.00 56.00 8/15/2021 Wells Fargo & Co WFC 2.00 99.79 1/31/2021 ZF Automotive US Inc TRW 4.50 96.12 3/1/2021 ZF Automotive US Inc TRW 4.50 96.12 3/1/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***